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Filing Details

Accession Number:: 0001104659-20-047794
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2020-04-16 20:07:18
Reporting Period:: 2020-04-14

Accepted Time:: 2020-04-16 20:07:18
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1410428	Xpresspa Group Inc.	XSPA	()	4

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1259062	R Andrew Heyer	C/O Mistral Equity Partners 650 Fifth Avenue, 10Th Floor New York NY 10019	No	No	No	Yes
1690963	Mistral Spa Holdings, Llc	C/O Mistral Equity Partners 650 Fifth Avenue, 10Th Floor New York NY 10019	No	No	Yes	No
1695155	Mistral Capital Management, Llc	C/O Mistral Equity Partners 650 Fifth Avenue, 10Th Floor New York NY 10019	No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Disposition	2020-04-14	3,000,000	$0.37	3,759,173	No	4	S	Indirect	See Footnote
Common Stock	Disposition	2020-04-14	1,000,000	$0.40	2,759,173	No	4	S	Indirect	See Footnote
Common Stock	Disposition	2020-04-14	112,020	$0.39	5,750	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Indirect	See Footnote
No	4	S	Indirect	See Footnote
No	4	S	Direct

Reported Derivative Holdings

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Sec. Name	Sec. Type	Price	Date	Expiration Date	Amount	Remaning Holdings	Nature of Ownership
Common Stock	Common Stock Warrants	$0.02	2016-12-23	2021-12-26	907,498	907,498	Indirect
Common Stock	Stock Options (Right to Buy)	$42.40		2027-01-17	4,250	4,250	Direct
Common Stock	Stock Options (Right to Buy)	$4.20		2029-02-11	7,500	7,500	Direct

Expiration Date	Amount	Remaning Holdings	Nature of Ownership
2021-12-26	907,498	907,498	Indirect
2027-01-17	4,250	4,250	Direct
2029-02-11	7,500	7,500	Direct

Footnotes

The price reported in Column 4 is an average price. These shares were sold in multiple transactions at prices ranging from $0.35 to $0.40, inclusive. The Reporting Persons undertake to provide to the Company, any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (1) to this Form 4.
Mistral Spa Holdings, LLC ("MSH"), a Delaware limited liability company, is the record holder of the securities identified in this row. Mr. Heyer is the managing member and the managing partner of Mistral Capital Management, LLC ("MCM" and, together with Mr. Heyer and MSH, the "Reporting Persons"), which is the sole manager of MSH. By reason of the provisions of Rule 16a-1 of the Exchange Act, MCM and Mr. Heyer may be deemed to be beneficial owners of certain of the securities that are deemed to be beneficially owned by MSH. Each of the Reporting Persons disclaims beneficial ownership of the securities owned by MSH except to the extent of the Reporting Person's pecuniary interest therein.
Includes (a) 158,820 shares of common stock deposited in various escrow accounts to cover certain indemnification claims made pursuant to that certain Agreement and Plan of Merger, by and among FORM Holdings Corp., FHXMS, LLC, XpresSpa Holdings, LLC and Mistral XH Representative, LLC, as representative of the unitholders, dated October 25, 2016, as subsequently amended; (b) 7,500 shares of common stock held of record by Heyer Investment Management LLC and 900 shares of common stock held of record by Andrew R. Heyer 2007 Associates, L.P., each of which Mr. Heyer controls; and (c) shares of common stock received as part of a pro rata distribution of the Company's Series D Convertible Preferred Stock, which subsequently converted into common shares, from MSH on October 1, 2019. Each of the Reporting Persons disclaims beneficial ownership of these securities except to the extent of the Reporting Person's pecuniary interest therein.
The price reported in Column 4 is an average price. These shares were sold in multiple transactions at prices ranging from $0.40 to $0.41, inclusive. The Reporting Persons undertake to provide to the Company, any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (4) to this Form 4.
The price reported in Column 4 is an average price. These shares were sold in multiple transactions at prices ranging from $0.39 to $0.41, inclusive. The Reporting Persons undertake to provide to the Company, any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (5) to this Form 4.
Amount reflects certain adjustments to the number of shares issuable upon exercise of the warrants and the exercise price as a result of anti-dilution features of the warrants that were activated as a result of dilutive issuances by the Company after the Reporting Persons' last filing.
These options, granted on January 17, 2017 in connection with Mr. Heyer's service as a director of the Company, became fully vested as of December 31, 2017.
These options, granted on February 11, 2019 in connection with Mr. Heyer's service as a director of the Company, became fully vested as of December 31, 2019.