| 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 01/01/2023 |
3. Issuer Name and Ticker or Trading Symbol
Norwegian Cruise Line Holdings Ltd. [ NCLH ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 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 | 37,887 | D | |
| Common Stock(1) | 3,696(2) | D | |
| Common Stock(1) | 8,930(3) | D | |
| Common Stock(1) | 25,641(4) | D | |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 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: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Stock Option (right to buy) | (5) | 06/30/2023 | Common Stock | 5,000 | 30.95 | D | |
| Stock Option (right to buy) | (6) | 06/30/2024 | Common Stock | 7,500 | 31.9 | D | |
| Stock Option (right to buy) | (7) | 06/30/2025 | Common Stock | 7,500 | 56.19 | D | |
| Explanation of Responses: |
| 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 2, 2020 under NCLH's Amended and Restated 2013 Performance Incentive Plan (the "Plan"). The restricted share units will vest in one installment on March 1, 2023. |
| 3. 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, 2023 and March 1, 2024. |
| 4. Represents unvested portion of a grant of restricted share units made on March 1, 2022 under the Plan. The restricted share units will vest in equal installments on March 1, 2023, March 1, 2024 and March 1, 2025. |
| 5. The options vested over a period of four years. All of the options were vested as of July 1, 2017. |
| 6. The options vested over a period of four years. All of the options were vested as of July 1, 2018. |
| 7. The options vested over a period of three years. All of the options were vested as of July 1, 2018. |
| Remarks: |
| Exhibit List: Exhibit 24 - Power of Attorney |
| By: /s/ Daniel S. Farkas, attorney-in-fact for Andrea DeMarco | 01/10/2023 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||