XWELL, Inc. — Director's Dealing 2017

Jan 20, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FORM Holdings Corp. (FH)
CIK: 0001410428
Period of Report: 2015-12-03

Reporting Person: Bernstein Bruce (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-12-03	Common Stock	A	2500	$3.16	Acquired	2500	Direct
2016-12-23	Common Stock	A	258712	—	Acquired	293302	Indirect
2017-01-20	Common Stock	A	84243	$2.31	Acquired	377545	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-12-23	Series D Convertible Preferred Stock	$6.00	A	51203	Acquired		Common Stock (409624)	Indirect
2016-12-23	Warrant	$3.00	A	258712	Acquired	2021-12-23	Common Stock (258712)	Indirect
2017-01-17	Stock Option	$2.12	A	85000	Acquired	2027-01-17	Common Stock (85000)	Direct

Footnotes

F1: Pursuant to the Agreement and Plan of Merger, dated as of August 8, 2016, among FORM Holdings Corp., FHXMS, LLC, XpresSpa Holdings LLC ("XpresSpa"), Mistral XH Representative, LLC, as Unitholders' Representative, and certain XpresSpa unitholders, as amended (the "Merger Agreement"), as of the date of this filing, 283,802 shares of Series D Convertible Preferred Stock have been deposited into various escrow accounts for a period of 18 months, or such other term related to specific escrows, to cover certain indemnification claims that may be made pursuant to the Merger Agreement. For the purposes of this filing, the Reporting Person has assumed that all shares held in escrow are released to the former holders of XpresSpa (and such shares, to the extent allocable to the Reporting Person pursuant to the Merger Agreement, have been included in his beneficial ownership for purposes of this filing).

F2: 258,712 shares of common stock were acquired in connection with the closing of the merger that was completed on December 23, 2016, which shares havebeen issued but not yet delivered. 84,243 shares of common stock were purchased in a private placement at a purchase price of $2.31 per share.

F3: The Series D Convertible Preferred Stock matures seven years after the date of issuance and the Issuer will pay the holders in cash, shares of common stock, or any combination thereof.

F4: These options to purchase shares of common stock of the Issuer vest in equal quarterly installments over a one-year period, with one-fourth vesting on the date of grant and one-fourth vesting at the end of each fiscal quarter thereafter

F5: These securities were issued as part of the Issuer's annual equity compensation to non-employee directors.

F6: These securities are held by Rockmore Investment Master Fund Ltd., an investment entity controlled by Bruce T. Bernstein.