Andrea DeMarco Form 3 Norwegian Cruise Line / Andrea DeMarco ownership change

SEC Form 3

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^*

DeMarco Andrea

(Last)

(First)

(Middle)

7665 CORPORATE CENTER DRIVE

(Street)

MIAMI

33126

(City)

(State)

(Zip)

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 ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Pres. RSSC

5. If Amendment, Date of 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

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	37,887	D
Common Stock⁽¹⁾	3,696⁽²⁾	D
Common Stock⁽¹⁾	8,930⁽³⁾	D
Common Stock⁽¹⁾	25,641⁽⁴⁾	D

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: 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	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
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.

Andrea DeMarco Form 3Norwegian Cruise Line / Andrea DeMarco ownership change