SEC Form 4 · accession 0001209191-16-139874

Norwegian Cruise Line Holdings Ltd. · NCLH

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

Reporting owner

Frank J Del Rio

Officer — President and Chief Executive · Director

Period of report

Sep 1, 2016

Accepted (ET)

Sep 2, 2016 · 6:30 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001513761

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1,F2,F3	Sep 1, 2016	J	177,152	—	D	274,019	D
Common Stock^F1,F2,F3	Sep 1, 2016	J	264,213	—	D	40,160	I	By Breeze Hill Investments, LLC
Common Stock^F1,F2,F3	Sep 1, 2016	J	117,842	—	D	17,912	I	By GCO Management, LLC
Common Stock	holding	—	—		—	27,875	I	By FJDR Family Trust

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Forward sale contract (obligation to sell)^F1,F2,F3	—	Sep 1, 2016	J	177,152	D	Sep 1, 2016	Sep 1, 2016	Common Stock	177,152	D
Forward sale contract (obligation to sell)^F1,F2,F3	—	Sep 1, 2016	J	264,213	D	Sep 1, 2016	Sep 1, 2016	Common Stock	264,213	I
Forward sale contract (obligation to sell)^F1,F2,F3	—	Sep 1, 2016	J	117,842	D	Sep 1, 2016	Sep 1, 2016	Common Stock	117,842	I

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")), Breeze Hill Investments, LLC ("Breeze Hill") and GCO Management, LLC ("GCO") each entered into a prepaid variable forward sale contract with an unaffiliated third party buyer. On February 26, 2016, the parties agreed to terminate the contracts and entered new forward contracts with the same unaffiliated third party.
F2On September 1, 2016, each of the reporting person, Breeze Hill and GCO settled the prepaid variable forward sale contracts entered into on February 26, 2016. The reporting person has indirect beneficial ownership of shares of NCLH common stock held by Breeze Hill and GCO. The respective contracts obligated the reporting person, Breeze Hill and GCO to deliver to the purchaser on the maturity date of the contract (September 1, 2016) 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 on the maturity date). (Continued in Footnote 3)
F3(Continued from Footnote 2) The reporting person, Breeze Hill and GCO each pledged shares of NCLH common stock (the "Pledged Shares") in an amount equivalent to the respective number of shares due to be delivered on the maturity date to secure their obligations under the contract, and retained dividend and voting rights in the Pledged Shares during the term of the pledge. On the maturity date, each of the reporting person, Breeze Hill and GCO transferred to the purchaser the respective Pledged Shares in satisfaction of their obligations under the contracts.