SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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X
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
HEYER ANDREW R

(Last) (First) (Middle)
C/O MISTRAL EQUITY PARTNERS
650 FIFTH AVENUE, 10TH FLOOR

(Street)
NEW YORK NY 10019

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
XpresSpa Group, Inc. [ XSPA ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
Officer (give title below) X Other (specify below)
Former director and 10% owner
3. Date of Earliest Transaction (Month/Day/Year)
04/14/2020
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 04/14/2020 S 3,000,000 D $0.37(1) 3,759,173 I See Footnote(2)(3)
Common Stock 04/14/2020 S 1,000,000 D $0.4(4) 2,759,173 I See Footnote(2)(3)
Common Stock 04/14/2020 S 112,020 D $0.39(5) 5,750 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Common Stock Warrants $0.0175 12/23/2016 12/26/2021 Common Stock 907,498 907,498 I See Footnote(2)(6)
Stock Options (Right to Buy) $42.4 (7) 01/17/2027 Common Stock 4,250 4,250 D
Stock Options (Right to Buy) $4.2 (8) 02/11/2029 Common Stock 7,500 7,500 D
1. Name and Address of Reporting Person*
HEYER ANDREW R

(Last) (First) (Middle)
C/O MISTRAL EQUITY PARTNERS
650 FIFTH AVENUE, 10TH FLOOR

(Street)
NEW YORK NY 10019

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Mistral Spa Holdings, LLC

(Last) (First) (Middle)
C/O MISTRAL EQUITY PARTNERS
650 FIFTH AVENUE, 10TH FLOOR

(Street)
NEW YORK NY 10019

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Mistral Capital Management, LLC

(Last) (First) (Middle)
C/O MISTRAL EQUITY PARTNERS
650 FIFTH AVENUE, 10TH FLOOR

(Street)
NEW YORK NY 10019

(City) (State) (Zip)
Explanation of Responses:
1. 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.
2. 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.
3. 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.
4. 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.
5. 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.
6. 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.
7. 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.
8. 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.
Remarks:
On April 1, 2020, Andrew Heyer resigned as a member of the board of directors (the "Board") of XpresSpa Group, Inc. (the "Company") and from all committees of the Board on which he served, effective as of that date. In addition, the Reporting Persons (as defined below) hold less than 10% of the outstanding shares of common stock of the Company as a result of the sales set forth in the table above. Accordingly, the Reporting Persons are no longer subject to Section 16 in connection with their transactions in the equity securities of the Company and, therefore, will no longer report any such transactions on Form 4 or Form 5.
/s/ Andrew R. Heyer 04/16/2020
/s/ Andrew R. Heyer, as CEO of Mistral Spa Holdings, LLC 04/16/2020
/s/ Andrew R. Heyer, as CEO of Mistral Capital Management, LLC 04/16/2020
** 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 4 (b)(v).
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