XWELL, Inc. — Director's Dealing 2017

Jan 20, 2017

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: FORM Holdings Corp. (FH)
CIK: 0001410428
Period of Report: 2016-12-23

Reporting Person: HEYER ANDREW R (Director, 10% Owner)
Reporting Person: Mistral Spa Holdings, LLC (10% Owner)
Reporting Person: Mistral Capital Management, LLC (10% Owner)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2130487	Indirect
Series D Convertible Preferred Stock	314315	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series D Convertible Preferred Stock	$6.00		Common Stock (2514520)		Indirect
Warrant	$3.00	2021-12-26	Common Stock (1588116)		Indirect

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 Persons have 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 Persons pursuant to the Merger Agreement, have been included in their beneficial ownership for purposes of this filing).

F2: 1,588,116 shares of common stock were issued pursuant to the Merger Agreement and 542,371 shares of common stock were purchased in a private placement at a purchase price of $2.31 per share. The shares issued pursuant to the Merger Agreement have been issued but not yet delivered.

F3: Mistral Spa Holdings, LLC ("MSH"), a Delaware limited liability company, is the record holder of the shares of common stock, shares of preferred stock, and warrants identified in this filing. 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.

F4: 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.

F5: Includes 314,315 shares of Series D Preferred Stock which are initially convertible into 2,514,520 shares of common stock.