Edgar Filing: Norwegian Cruise Line Holdings Ltd.

Ownership Submission

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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3235-0287

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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)
President and Chief Executive

(Last)

(First)

(Middle)

7665 CORPORATE CENTER DRIVE

3. Date of Earliest Transaction (Month/Day/Year)
09/01/2016

(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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	09/01/2016		J⁽¹⁾⁽²⁾⁽³⁾		177,152	D	⁽¹⁾ ⁽²⁾ ⁽³⁾	274,019	D
Common Stock	09/01/2016		J⁽¹⁾⁽²⁾⁽³⁾		264,213	D	⁽¹⁾ ⁽²⁾ ⁽³⁾	40,160	I	By Breeze Hill Investments, LLC
Common Stock	09/01/2016		J⁽¹⁾⁽²⁾⁽³⁾		117,842	D	⁽¹⁾ ⁽²⁾ ⁽³⁾	17,912	I	By GCO Management, LLC
Common Stock								27,875	I	By FJDR Family Trust

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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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Forward sale contract (obligation to sell)

⁽¹⁾ ⁽²⁾ ⁽³⁾

09/01/2016

J⁽¹⁾⁽²⁾⁽³⁾

177,152

09/01/2016

Common Stock

177,152

$ 0

Forward sale contract (obligation to sell)

⁽¹⁾ ⁽²⁾ ⁽³⁾

09/01/2016

J⁽¹⁾⁽²⁾⁽³⁾

264,213

09/01/2016

Common Stock

264,213

$ 0

By Breeze Hill Investments, LLC

Forward sale contract (obligation to sell)

⁽¹⁾ ⁽²⁾ ⁽³⁾

09/01/2016

J⁽¹⁾⁽²⁾⁽³⁾

117,842

09/01/2016

Common Stock

117,842

$ 0

By GCO Management, LLC

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Del Rio Frank J 7665 CORPORATE CENTER DRIVE MIAMI, FL 33126	X		President and Chief Executive

Signatures

/s/ Daniel S. Farkas, as attorney-in-fact for Frank J. Del Rio		09/02/2016
^**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)	As previously reported, on December 12, 2014, the reporting person (prior to his appointment as the President and Chief Executive Officer of Norwegian Cruise Lines Holdings Ltd. ("NCLH")), Breeze Hill Investments, LLC ("Breeze Hill") and GCO Management, LLC ("GCO") each entered into a prepaid variable forward sale contract with an unaffiliated third party buyer. On February 26, 2016, the parties agreed to terminate the contracts and entered new forward contracts with the same unaffiliated third party.
(2)	On September 1, 2016, each of the reporting person, Breeze Hill and GCO settled the prepaid variable forward sale contracts entered into on February 26, 2016. The reporting person has indirect beneficial ownership of shares of NCLH common stock held by Breeze Hill and GCO. The respective contracts obligated the reporting person, Breeze Hill and GCO to deliver to the purchaser on the maturity date of the contract (September 1, 2016) 177,152, 264,213 and 117,842 shares of NCLH common stock, respectively (or, at their election, an equivalent amount of cash based on the market price of NCLH common stock on the maturity date). (Continued in Footnote 3)
(3)	(Continued from Footnote 2) The reporting person, Breeze Hill and GCO each pledged shares of NCLH common stock (the "Pledged Shares") in an amount equivalent to the respective number of shares due to be delivered on the maturity date to secure their obligations under the contract, and retained dividend and voting rights in the Pledged Shares during the term of the pledge. On the maturity date, each of the reporting person, Breeze Hill and GCO transferred to the purchaser the respective Pledged Shares in satisfaction of their obligations under the contracts.

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