FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Del Rio Frank J
   2. Issuer Name and Ticker or Trading Symbol
Norwegian Cruise Line Holdings Ltd. [NCLH] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Pres. & CEO
(Last)
(First)
(Middle)
7665 CORPORATE CENTER DRIVE		 3. Date of Earliest Transaction (Month/Day/Year)
08/04/2015
(Street)

MIAMI, FL 33126		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock (1) 08/04/2015   A   150,000 (2) A $ 0 327,152 D  
Common Stock (1) 08/04/2015   A   50,000 (3) A $ 0 377,152 D  
Common Stock               264,213 I By Breeze Hill Investments, LLC
Common Stock               117,842 I By GCO Management, LLC

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) $ 59.43 08/04/2015   A   625,000     (4) 08/03/2025 Common Stock 625,000 $ 0 625,000 D  
Stock Option (right to buy) $ 59.43 08/04/2015   A   208,333     (5) 08/03/2025 Common Stock 208,333 $ 0 833,333 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Del Rio Frank J
7665 CORPORATE CENTER DRIVE
MIAMI, FL 33126		   X     Pres. & CEO  

Signatures

 /s/ Daniel S. Farkas, as attorney-in-fact for Frank J. Del Rio   08/06/2015
**Signature of Reporting Person Date

Explanation of Responses:

* 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) Each restricted share unit represents the contingent right to receive one share of Norwegian Cruise Line Holdings Ltd.'s ("NCLH") common stock upon vesting.
(2) Represents 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.
(3) Represents 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.
(4) The options vest in two equal installments on June 30, 2017 and June 30, 2019.
(5) The 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.

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