SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
(Rule 13d-101)
(Amendment No. 3)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 240.13d-2(a)
| Norwegian Cruise Line Holdings Ltd. |
| (Name of Issuer) |
| Ordinary Shares, par value $0.001 per share |
| (Title of Class of Securities) |
| G66721 10 4 |
| (CUSIP Number) |
|
Blondel So King Tak Chief Operating Officer Genting Hong Kong Limited c/o Suite 1501, Ocean Centre 5 Canton Road Kowloon, Hong Kong, People’s Republic of China +852-2378-2000 |
|
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
| December 31, 2013 |
| (Date of Event which Requires Filing of this Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d -1(e), 240.13d -1(f) or 240.13d -1(g), check the following box.
Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d -7 for other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 5 Pages)
______________________
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Exchange Act”) or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes).
| CUSIP No. G66721 10 4 | 13D | Page 2 of 8 Pages |
| 1 |
NAMES OF REPORTING PERSONS Star NCLC Holdings Ltd. | |||||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) o (b) o |
|||||
| 3 | SEC USE ONLY | |||||
| 4 |
SOURCE OF FUNDS (see instructions) OO (See Item 3) | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) | o | ||||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Bermuda | |||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY PERSON WITH
|
7 |
SOLE VOTING POWER 0 | ||||
| 8 |
SHARED VOTING POWER 64,319,334 (See Item 5) | |||||
| 9 |
SOLE DISPOSITIVE POWER 0 | |||||
| 10 |
SHARED DISPOSITIVE POWER 64,319,334 (See Item 5) | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 64,319,334 (See Item 5) | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) | o | ||||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 31.4% (See Item 5)* | |||||
| 14 |
TYPE OF REPORTING PERSON CO | |||||
| * | The calculation is based on a total of 205,145,258 Ordinary Shares (as defined herein) outstanding as of November 15, 2013 as reported in the Final Prospectus filed by the Issuer with the Securities and Exchange Commission (the “Commission”) on December 4, 2013. |
Page 2 of 5
| CUSIP No. G66721 10 4 | 13D | Page 3 of 8 Pages |
| 1 |
NAMES OF REPORTING PERSONS Genting Hong Kong Limited | |||||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) o (b) o |
|||||
| 3 | SEC USE ONLY | |||||
| 4 |
SOURCE OF FUNDS (see instructions) OO (See Item 3) | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) | o | ||||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Bermuda | |||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY PERSON WITH
|
7 |
SOLE VOTING POWER 0 | ||||
| 8 |
SHARED VOTING POWER 64,319,334 (See Item 5) | |||||
| 9 |
SOLE DISPOSITIVE POWER 0 | |||||
| 10 |
SHARED DISPOSITIVE POWER 64,319,334 (See Item 5) | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 64,319,334 (See Item 5) | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) | o | ||||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 31.4% (See Item 5)* | |||||
| 14 |
TYPE OF REPORTING PERSON CO | |||||
| * | The calculation is based on a total of 205,145,258 Ordinary Shares outstanding as of November 15, 2013 as reported in the Final Prospectus filed by the Issuer with the Commission on December 4, 2013. |
Page 3 of 5
This Amendment No. 3 (the “Amendment”) amends and supplements the Schedule 13D filed on February 4, 2013, as amended and supplemented by Amendment No. 1 filed on August 16, 2013 and Amendment No. 2 filed on December 9, 2013 (as so amended, the “Original Schedule 13D” and, as amended and supplemented by this Amendment, the “Schedule 13D”) by Star NCLC Holdings Ltd. (“Star NCLC”) and Genting Hong Kong Limited (“Genting HK”) with respect to the Ordinary Shares of the Issuer. Capitalized terms used in this Amendment and not otherwise defined shall have the same meanings ascribed to them in the Original Schedule 13D.
Item 2. Identity and Background
This Amendment amends and restates the second paragraph of Item 2 of the Original Schedule 13D in its entirety as follows:
“Star NCLC, a wholly-owned subsidiary of Genting HK, is the record owner of an aggregate of 64,319,334 Ordinary Shares (the “Genting Shares”). The Ordinary Shares reported as beneficially owned by each Reporting Person include only those Ordinary Shares over which such person may be deemed to have voting or dispositive power.”
Item 4. Purpose of Transaction
This Amendment amends Item 4 of the Original Schedule 13D by inserting the following after the last paragraph under the heading “Resale Offering (Dec. 2013)”:
“On December 26, 2013, the Dec. 2013 Resale Offering Underwriters exercised in full their option to purchase up to an aggregate of 1,650,000 additional Ordinary Shares from Star NCLC (the “Dec. 2013 Option Shares”). The sale of the Dec. 2013 Option Shares closed on December 31, 2013.”
Item 5. Interest in Securities of the Issuer
This Amendment amends and restates paragraph 3 of Item 5 of the Original Schedule 13D as set forth below:
“Pursuant to Rule 13d-3 of the Exchange Act, the Reporting Persons may be deemed to beneficially own 64,319,334 Ordinary Shares of the Issuer, which constitutes approximately 31.4% of the outstanding Ordinary Shares of the Issuer.”
Page 4 of 5
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: December 31, 2013
| STAR NCLC HOLDINGS LTD. | |
| By: /s/ Blondel So King Tak | |
| Name: Blondel So King Tak Title: Director | |
|
| |
| GENTING HONG KONG LIMITED | |
| By: /s/ Blondel So King Tak | |
| Name: Blondel So King Tak Title: Chief Operating Officer and Authorized Person |
Page 5 of 5