SEC Form 4 · accession 0001209191-16-104030

Norwegian Cruise Line Holdings Ltd. · NCLH

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1As previously reported, on December 12, 2014, the reporting person, prior to his appointment as the President and Chief Executive Officer of Norwegian Cruise Lines Holdings Ltd. ("NCLH"), entered into a prepaid variable forward sale contract with an unaffiliated third party buyer. The contract obligated the reporting person to deliver to the buyer up to 177,152 shares of common stock (or, at the reporting person's election, an equivalent amount of cash based on the market price of NCLH common stock). The reporting person pledged 177,152 shares of NCLH common stock to secure his obligations under the contract. On February 26, 2016, the parties agreed to terminate the contract.
• F2In connection with the termination of the original forward contracts described in Footnotes (1) and (3) and entry into the new forward contracts described in Footnote (4), the reporting person, Breeze Hill Investments, LLC ("Breeze Hill") and GCO Management, LLC ("GCO") were entitled to receive net cash payments (in settlement of amounts owed by them upon termination of the original forward contracts and amounts receivable by them upon entry into the new forward contracts) of $505,219, $753,508 and $336,073, respectively. Such amounts were determined based on the market value of NCLH common stock on February 26, 2016.
• F3As previously reported, on December 12, 2014, each of Breeze Hill and GCO, of whose shares of NCLH common stock the reporting person has indirect beneficial ownership, entered into a prepaid variable forward sale contract with an unaffiliated third party buyer. The contracts had the same terms as described in footnote (1) above, except that the contract for Breeze Hill covered 264,213 shares and the contract for GCO covered 117,842 shares. On February 26, 2016, each of Breeze Hill and GCO agreed with the third party buyer to terminate the contract.
• F4On February 26, 2016, each of the reporting person, Breeze Hill and GCO entered into a new forward contract with the same unaffiliated third party. The contracts obligate the reporting person, Breeze Hill and GCO to deliver to the buyer 177,152, 264,213 and 117,842 shares of NCLH common stock, respectively (or, at their election, an equivalent amount of cash based on the market price of NCLH common stock at settlement of the contracts), on September 1, 2016. Each of the reporting person, Breeze Hill and GCO pledged shares of NCLH common stock in an amount equivalent to their respective delivery obligation to secure their obligations under the contracts.