Statement of Changes in Beneficial Ownership (4)
December 11 2015 - 06:01PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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
*
WARSHAW CLIVE E
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2. Issuer Name
and
Ticker or Trading Symbol
STEINER LEISURE Ltd
[
STNR
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Chairman
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(Last)
(First)
(Middle)
C/O STEINER MANAGEMENT SERVICES, 770 S. DIXIE HIGHWAY - SUITE 200
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3. Date of Earliest Transaction
(MM/DD/YYYY)
12/9/2015
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(Street)
CORAL GABLES, FL 33146
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Shares
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12/9/2015
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D
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1830
(1)
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D
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$65
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771023
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D
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Common Shares
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12/9/2015
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D
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769193
(2)
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D
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$65
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0
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D
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Common Shares
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12/9/2015
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D
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1372
(1)
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D
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$65
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13092
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I
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By Spouse
(3)
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Common Shares
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12/9/2015
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D
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13092
(2)
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D
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$65
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0
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I
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By Spouse
(3)
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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 Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Employee Share Option (Right to Buy)
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$42.97
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12/9/2015
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D
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25000
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11/27/2007
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11/27/2016
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Common Shares
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25000
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$0
(4)
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0
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D
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Explanation of Responses:
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(
1)
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Represents time-based restricted share units subject to vesting over time, which were vested and canceled at the effective time of the merger pursuant to the Agreement and Plan of Merger, dated August 20, 2015, by and among the Company, Nemo Parent, Inc. and Nemo Merger Sub., Inc. (the "Merger"), in exchange for the right to receive $65.00 in cash per share (the "Merger Consideration"), without interest and subject to any withholding of taxes required by applicable law.
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(
2)
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Represents common shares converted into the right to receive the Merger Consideration, without interest and subject to any withholding of taxes required by applicable law.
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(
3)
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Reporting person disclaims beneficial ownership of these securities and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or any other purposes.
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(
4)
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As of the effective time of the Merger, each outstanding share option to purchase common shares was canceled in exchange for the right to receive an amount in cash (subject to any applicable withholding) equal to the product of (i) the total number of common shares subject to the share option as of the effective time of the Merger and (ii) the amount by which the Merger Consideration exceeds the exercise price per share of common shares underlying the share option.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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WARSHAW CLIVE E
C/O STEINER MANAGEMENT SERVICES
770 S. DIXIE HIGHWAY - SUITE 200
CORAL GABLES, FL 33146
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X
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Chairman
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Signatures
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/s/ Clive E. Warshaw
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12/11/2015
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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.
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