FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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
                      

1. Name and Address of Reporting Person *

Kempa Mark

2. Date of Event Requiring Statement (MM/DD/YYYY)
3/5/2018 

3. Issuer Name and Ticker or Trading Symbol

Norwegian Cruise Line Holdings Ltd. [NCLH]

(Last)        (First)        (Middle)

7665 CORPORATE CENTER DRIVE

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

_____ Director                            _____ 10% Owner
___ X ___ Officer (give title below)          _____ Other (specify below)
Interim CFO, SVP, Finance /

(Street)

MIAMI, FL 33126       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

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   7003   D    
Common Stock   (1) 2500   (2) D    
Common Stock   (1) 8334   (3) D    
Common Stock   (1) 8826   (4) D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
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)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy)     (5) 1/17/2020   Common Stock   906   $19.00   D    
Stock Option (right to buy)     (6) 1/17/2020   Common Stock   4046   $19.00   D    
Stock Option (right to buy)     (7) 6/30/2023   Common Stock   10000   $30.95   D    
Stock Option (right to buy)     (8) 6/30/2024   Common Stock   15000   $31.90   D    
Stock Option (right to buy)     (9) 11/18/2024   Common Stock   15000   $41.79   D    
Stock Option (right to buy)     (10) 6/30/2025   Common Stock   30000   $56.19   D    
Stock Option (right to buy)     (11) 2/28/2026   Common Stock   15000   $50.31   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 1, 2016 under NCLH's Amended and Restated 2013 Performance Incentive Plan (the "Plan"). The restricted share units will vest in one installment on March 1, 2019.
(3)  Represents unvested portion of a grant of restricted share units made on March 1, 2017 under the Plan. The restricted share units will vest in equal installments on March 1, 2019 and March 1, 2020.
(4)  Represents unvested portion of a grant of restricted share units made on March 1, 2018 under the Plan. The restricted share units will vest in equal installments on March 1, 2019, March 1, 2020 and March 1, 2021.
(5)  The options were subject to time and performance-based vesting requirements. All of the options were vested as of September 4, 2017.
(6)  The options vested over a period of five years. All of the options were vested as of January 18, 2018.
(7)  The options vested over a period of four years and all of the options were vested as of July 1, 2017.
(8)  3,750 of the options vested on each of July 1, 2015, July 1, 2016 and July 1, 2017. The remaining 3,750 options will vest on July 1, 2018.
(9)  3,750 of the options vested on each of November 19, 2015, November 19, 2016 and November 19, 2017. The remaining 3,750 options will vest on November 19, 2018.
(10)  10,000 of the options vested on each of July 1, 2016 and July 1, 2017. The remaining 10,000 options will vest on July 1, 2018.
(11)  5,000 of the options vested on March 1, 2017 and March 1, 2018. The remaining 5,000 options will vest on March 1, 2019.

Remarks:
Exhibit List: Exhibit 24 - Power of Attorney

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Kempa Mark
7665 CORPORATE CENTER DRIVE
MIAMI, FL 33126


Interim CFO, SVP, Finance

Signatures
By: /s/ Daniel S. Farkas, attorney-in-fact for Mark Kempa 3/14/2018
** 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 control number.
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