4//SEC Filing
Haymaker Sponsor LLC 4
Accession 0000899243-19-008565
CIK 0001707306other
Filed
Mar 19, 8:00 PM ET
Accepted
Mar 20, 4:57 PM ET
Size
16.4 KB
Accession
0000899243-19-008565
Insider Transaction Report
Form 4
Haymaker Sponsor LLC
10% Owner
Transactions
- Other
Class B Common Stock
2017-11-03−375,000→ 8,250,000 total→ Class A Common Stock (375,000 underlying) - Other
Class A Common Stock
2019-03-19−8,250,000→ 0 total - Exercise/Conversion
Class B Common Stock
2019-03-19−8,250,000→ 0 total→ Class A Common Stock (8,250,000 underlying) - Exercise/Conversion
Class A Common Stock
2019-03-19+8,250,000→ 8,250,000 total - Other
Warrant
2019-03-19−8,000,000→ 0 total→ Class A Common Stock (8,250,000 underlying)
Footnotes (7)
- [F1]As described in the issuer's registration statement on Form S-1 (File No. 333-220733) (the "Registration Statement") under the heading "Description of Securities--Founder Shares," the shares of Class B common stock, par value $0.0001 per share ("Class B Stock"), automatically convert into shares of Class A common stock, par value $0.0001 per share ("Class A Stock"), at the time of the issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and certain anti-dilution rights and has no expiration date.
- [F2](Continued from Footnote 1) On March 19, 2019, the issuer consummated its initial business combination (the "Business Combination") with OneSpaWorld Holdings Limited, an international business company incorporated under the laws of the Commonwealth of The Bahamas ("OneSpaWorld"). In connection with the Business Combination, each share of Class B Stock converted into Class A Stock.
- [F3]These securities were held by Haymaker Sponsor LLC (the "Sponsor"). Mr. Steven J. Heyer and Mr. Andrew R. Heyer are the managing members of the Sponsor and jointly have voting and dispositive power of the securities held by the Sponsor. Accordingly, Messrs. Heyer and Heyer may have been deemed to have or share beneficial ownership of such securities. Messrs. Heyer and Heyer disclaim beneficial ownership of the securities held by the Sponsor, except to the extent of any pecuniary interest therein.
- [F4]In connection with the Business Combination, the Sponsor exchanged its Class A Shares for 6,650,000 fully paid and non-assessable common shares, par value U.S. $0.0001 per share, of OneSpaWorld ("OSW Shares"), and the right to receive up to 1,600,000 OSW Shares upon the occurrence of certain events.
- [F5]The Class B Stock owned by the Sponsor included up to 1,125,000 shares that were subject to forfeiture in the event the underwriters of the initial public offering of the issuer's securities did not exercise in full their over-allotment option as described in the Registration Statement. Because the underwriters exercised the over-allotment option in part, the Sponsor forfeited 375,000 shares of Class B Stock on November 3, 2017 in order to maintain ownership of 20.0% of issued and outstanding shares of the issuer. The shares forfeited by the Sponsor were cancelled by the issuer.
- [F6]In connection with the Business Combination, the Sponsor exchanged each of its warrants to purchase Class A Shares for warrants to purchase OSW Shares at a purchase price of $11.50 per share.
- [F7]The warrants were not exercisable until 30 days after the issuer's initial business combination and would have expired five years from the consummation of the issuer's initial business combination.
Documents
Issuer
Haymaker Acquisition Corp.
CIK 0001707306
Entity typeother
IncorporatedNY
Related Parties
1- filerCIK 0001707498
Filing Metadata
- Form type
- 4
- Filed
- Mar 19, 8:00 PM ET
- Accepted
- Mar 20, 4:57 PM ET
- Size
- 16.4 KB