XWELL, Inc. — Director's Dealing 2020

Apr 16, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: XpresSpa Group, Inc. (XSPA)
CIK: 0001410428
Period of Report: 2020-04-14

Reporting Person: HEYER ANDREW R (Former director and 10% owner)
Reporting Person: Mistral Spa Holdings, LLC (10% Owner)
Reporting Person: Mistral Capital Management, LLC (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-04-14	Common Stock	S	3000000	$0.37	Disposed	3759173	Indirect
2020-04-14	Common Stock	S	1000000	$0.40	Disposed	2759173	Indirect
2020-04-14	Common Stock	S	112020	$0.39	Disposed	5750	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Common Stock Warrants	$0.0175	2021-12-26	Common Stock (907498)	907498	Indirect
Stock Options (Right to Buy)	$42.40	2027-01-17	Common Stock (4250)	4250	Direct
Stock Options (Right to Buy)	$4.20	2029-02-11	Common Stock (7500)	7500	Direct

Footnotes

F1: 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.

F2: 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.

F3: 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.

F4: 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.

F5: 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.

F6: 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.

F7: 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.

F8: 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.