Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF 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 ^*

SHERMAN HOWARD J

2. Date of Event Requiring Statement (Month/Day/Year)
01/01/2022

3. Issuer Name and Ticker or Trading Symbol
Norwegian Cruise Line Holdings Ltd. [NCLH]

(Last)

(First)

(Middle)

7665 CORPORATE CENTER DRIVE

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Pres. & CEO Oceania Cruises

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

MIAMI, FL 33126

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 Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	364	D
Common Stock ⁽¹⁾	8,031 ⁽²⁾	D
Common Stock ⁽¹⁾	24,644 ⁽³⁾	D
Common Stock ⁽¹⁾	92,081 ⁽⁴⁾	D
Common Stock ⁽¹⁾	44,652 ⁽⁵⁾	D
Common Stock ⁽¹⁾	10,841 ⁽⁶⁾	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (right to buy)	⁽⁷⁾	11/18/2024	Common Stock	30,000	$ 41.79	D
Stock Option (right to buy)	⁽⁸⁾	06/30/2025	Common Stock	50,000	$ 56.19	D
Stock Option (right to buy)	⁽⁹⁾	02/28/2026	Common Stock	25,000	$ 50.31	D

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
SHERMAN HOWARD J 7665 CORPORATE CENTER DRIVE MIAMI, FL 33126			Pres. & CEO Oceania Cruises

Signatures

By: /s/ Daniel S. Farkas, attorney-in-fact for Howard Sherman		01/06/2022
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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 unvested portion of a grant of restricted share units made on March 1, 2019 under NCLH's Amended and Restated 2013 Performance Incentive Plan (the "Plan"). The restricted share units will vest in one installment on March 1, 2022.
(3)	Represents unvested portion of a grant of restricted share units made on March 2, 2020 under the Plan. The restricted share units will vest in equal installments on March 1, 2022 and March 1, 2023.
(4)	Represents unvested portion of a grant of restricted share units made on July 27, 2020 under the Plan. The restricted share units will vest in one installment on July 27, 2022.
(5)	Represents unvested portion of a grant of restricted share units made on June 15, 2021 under the Plan. The restricted share units will vest in equal installments on March 1, 2022, March 1, 2023 and March 1, 2024.
(6)	Represents a grant of restricted share units under the Plan on March 1, 2019. The restricted share units were originally subject to performance hurdles. The Compensation Committee determined the performance condition achievement level on October 26, 2020, and the restricted share units will vest on March 1, 2022.
(7)	The options vested over a period of four years. All of the options were vested as of November 19, 2018.
(8)	The options vested over a period of three years. All of the options were vested as of July 1, 2018.
(9)	The options vested over a period of three years. All of the options were vested as of March 1, 2019.
Remarks: Exhibit List: Exhibit 24 - Power of Attorney

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