SC 13G 1 t308673.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G (Rule 13d-102_ INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO SS240.13d-1(b),(c),AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO SS 240.13d-2 OneSpa World Holdings Limited -------------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK -------------------------------------------------------------------------------- (Title of Class of Securities) P73684113 -------------------------------------------------------------------------------- (CUSIP Number) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [X] Rule 13d-1(b) [ ] Rule 13d-1(c) [ ] Rule 13d-1(d) *The remainder of this cover 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 the disclosures provided in a prior cover page. The information required in 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 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Cusip No. P73684113 13G Page 2 of 4 Pages 1. NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON ------------------------------------------------------------- CHANNING CAPITAL MANAGEMENT, LLC 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION ---------------------------------------------------------------- 10 S. LaSalle St., Suite 2401, Chicago IL 60603 NUMBER OF 5. SOLE VOTING POWER 4,443,005 SHARES BENEFICIALLY 6. SHARED VOTING POWER 0 OWNED BY EACH 7. SOLE DISPOSITIVE POWER 4,739,754 REPORTING PERSON WITH 8. SHARED DISPOSITIVE POWER 0 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,739,754 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* N/A 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.0% (approx.) 12. TYPE OF REPORTING PERSON* IA Cusip No. P73684113 13G Page 3 of 4 Pages Schedule 13G Additional Information Item # 1. (a) Name of Issuer: OneSpa World Holdings limited (b) Address of Issuer's Principal Executive Offices: Bayside Executive Park, Building 3 West Bay Street, PO Box N-4875 Nassau, Bahamas 2. (a) Name of Person Filing: CHANNING CAPITAL MANAGEMENT, LLC (b) Address of Principal Business Office for Each of the Above: 10 S. LaSalle St., Suite 2401, Chicago IL 60603 (c) Citizenship: U.S. (d) Title of Class of Securities: COMMON STOCK (e) CUSIP Number: P73684113 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b). The person filing is a: (e) An investment adviser in accordance with ss.240-13d-1(b)(1)(ii)(E); 4. Ownership: (a) Amount Beneficially Owned: 4,739,754 (b) Percent of Class: 7.0% (approx.) (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote 4,443,005 (ii) shared power to vote or to direct the vote 0 (iii) sole power to dispose or to direct the disposition of 4,739,754 (iv) shared power to dispose or to direct the disposition of 0 Cusip No. P73684113 13G Page 4 of 4 Pages 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following. / / 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. N/A 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY. N/A 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. N/A 9. NOTICE OF DISSOLUTION OF GROUP. N/A 10. CERTIFICATIONS. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purpose or effect. 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: 2/11/2011 CHANNING CAPITAL MANAGEMENT, LLC by: /s/ DANIEL HARLEY ------------------- Daniel Harley / Chief Compliance Officer (Name/Title)

SEC Form SC 13G filed