SEC Form 4 · accession 0001571049-15-007001
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 & CEO · Director
Period of report
Aug 20, 2015
Accepted (ET)
Aug 24, 2015 · 6:23 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,F3 | Aug 20, 2015 | A | 44,327 | — | A | 421,479 | D | |
| Common StockF1,F4 | Aug 20, 2015 | D | 17,455 | $59.72 | D | 404,024 | D | |
| Common StockF1,F2,F3 | Aug 20, 2015 | A | 40,160 | — | A | 304,373 | I | By Breeze Hill Investments, LLC |
| Common StockF1,F2,F3 | Aug 20, 2015 | A | 17,912 | — | A | 135,754 | I | By GCO Management, LLC |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1On November 19, 2014, the reporting person acquired beneficial ownership of shares of Norwegian Cruise Line Holdings Ltd.'s ("NCLH") common stock (including shares held indirectly through Breeze Hill Investments, LLC and GCO Management, LLC) as partial consideration for the cancellation of the reporting person's shares of common stock and other equity interests in Prestige Cruises International, Inc. ("PCI") pursuant to PCI's merger into a subsidiary of NCLH (the "Merger").
- F2The amount reported reflects the release of ordinary shares of NCLH held in escrow in the name of the escrow agent that were subject to forfeiture during the nine (9) months following the closing date of the Merger to satisfy indemnification obligations arising under the merger agreement.
- F3On the day prior to the effective date of the Merger, the closing price of a share of NCLH common stock was $41.77, and the value per share of PCI common stock as of the closing of the Merger was $30.92.
- F4The disposition reported reflects a surrender of shares to cover tax obligations related to the reporting person's acquisition of NCLH shares.