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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL STATEMENT OF 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | SEC 1473 (7-02) | ||
| 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. | |||
| 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Star NCLC Holdings Ltd. C/O SUITE 1501, OCEAN CENTRE 5 CANTON ROAD, KOWLOON HONG KONG, F4 00000 |
 |  X |  |  |
| Genting Hong Kong Ltd C/O SUITE 1501, OCEAN CENTRE 5 CANTON ROAD, KOWLOON HONG KONG, F4 |
 |  X |  |  |
| By: Blondel So King Tak, Director, Star NCLC Holdings Ltd. (4) | 01/17/2013 | |
| **Signature of Reporting Person | Date | |
| By: Blondel So King Tak, Chief Operating Officer, Genting Hong Kong Limited (4) | 01/17/2013 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Genting Hong Kong Limited, a Bermuda limited liability company ("Genting HK"), owns 5,000 ordinary shares, par value $0.001 (the "Ordinary Shares), of Norwegian Cruise Line Holdings Ltd. (the "Issuer") indirectly through its wholly-owned subsidiary, Star NCLC Holdings Ltd., a Bermuda limited liability company ("Star NCLC" and, together with Genting HK, the "Reporting Persons"). The address of each of Genting HK and Star NCLC is c/o Suite 1501, Ocean Centre, 5 Canton Road, Tsimshatsui, Kowloon, Hong Kong SAR. |
| (2) | As of September 30, 2012, the principal shareholders of Genting HK are: Golden Hope Limited ("GHL") - 45.31% and Genting Malysia Berhad ("GENM") - 18.41%. GHL is a company incorporated in the Isle of Man acting as trustee of the Golden Hope Unit Trust, a private unit trust which is held directly and indirectly by IFG International Trust Company Limited as trustee of a discretionary trust, the beneficiaries of which are Tan Sri Lim Kok Thay and certain members of his family (the "Lim Family"). GENM is a Malaysian company listed on the Main Market of Bursa Malaysia Securities Berhad in which Parkview Management Sdn Bhd as trustee of a discretionary trust, the beneficiaries of which are the Lim Family, has a substantial indirect beneficial interest. As a result, an aggregate of 63.72% of Genting HK's outstanding shares is owned by GENM and GHL as trustee of the Golden Hope Unit Trust, directly or indirectly, as of September 30, 2012. |
| (3) | Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any Ordinary Shares in excess of their respective pecuniary interests. |
|  Remarks: 4. The Reporting Persons are jointly filing this Form 3 pursuant to Rule 16a-3(j) under the Exchange Act. | |