SEC Form 4 · accession 0001571049-15-006301
Norwegian Cruise Line Holdings Ltd. · NCLH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Frank J Del Rio
Officer — Pres. & CEO · Director
Period of report
Aug 4, 2015
Accepted (ET)
Aug 6, 2015 · 6:13 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 StockF1,F2 | Aug 4, 2015 | A | 150,000 | $0.00 | A | 327,152 | D | |
| Common StockF1,F3 | Aug 4, 2015 | A | 50,000 | $0.00 | A | 377,152 | D | |
| Common Stock | holding | — | — | — | 264,213 | I | By Breeze Hill Investments, LLC | |
| Common Stock | holding | — | — | — | 117,842 | I | By GCO Management, LLC |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (right to buy)F4 | $59.43 | Aug 4, 2015 | A | 625,000 | A | — | Aug 3, 2025 | Common Stock | 625,000 | 625,000 | D |
| Stock Option (right to buy)F5 | $59.43 | Aug 4, 2015 | A | 208,333 | A | — | Aug 3, 2025 | Common Stock | 208,333 | 833,333 | D |
Explanation of responses
- F1Each restricted share unit represents the contingent right to receive one share of Norwegian Cruise Line Holdings Ltd.'s ("NCLH") common stock upon vesting.
- F2Represents a grant of restricted share units under NCLH's 2013 Performance Incentive Plan (the "Plan"). The restricted share units will vest in four equal installments on June 30, 2016, June 30, 2017, June 30, 2018 and June 30, 2019.
- F3Represents a grant of restricted share units under NCLH's Plan. The restricted share units will vest, if at all, if the average 20 day share price of NCLH ordinary shares exceeds a specified amount during the term of the reporting person's employment contract.
- F4The options vest in two equal installments on June 30, 2017 and June 30, 2019.
- F5The options become exercisable, if at all, if the average 20 day share price of NCLH ordinary shares exceeds a specified amount during the term of the reporting person's employment contract.