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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Forward sale contract (obligation to sell) | (1) (2) (3) | 09/01/2016 | J(1)(2)(3) | 177,152 | 09/01/2016 | 09/01/2016 | Common Stock | 177,152 | $ 0 | 0 | D | ||||
Forward sale contract (obligation to sell) | (1) (2) (3) | 09/01/2016 | J(1)(2)(3) | 264,213 | 09/01/2016 | 09/01/2016 | Common Stock | 264,213 | $ 0 | 0 | I | By Breeze Hill Investments, LLC | |||
Forward sale contract (obligation to sell) | (1) (2) (3) | 09/01/2016 | J(1)(2)(3) | 117,842 | 09/01/2016 | 09/01/2016 | Common Stock | 117,842 | $ 0 | 0 | I | By GCO Management, LLC |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Del Rio Frank J 7665 CORPORATE CENTER DRIVE MIAMI, FL 33126 |
X | President and Chief Executive |
/s/ Daniel S. Farkas, as attorney-in-fact for Frank J. Del Rio | 09/02/2016 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | As 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. |
(2) | On 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) |
(3) | (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. |