SEC Form 4 · accession 0001144204-17-003267

XWELL, Inc. · XWEL

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Bruce Bernstein

Director

Period of report

Dec 3, 2015

Accepted (ET)

Jan 20, 2017 · 5:47 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001410428

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock	Dec 3, 2015	A	2,500	$3.16	A	2,500	D
Common Stock^F1,F2,F6	Dec 23, 2016	A	258,712	$0.00	A	293,302	I	See Footnote
Common Stock^F1,F2,F6	Jan 20, 2017	A	84,243	$2.31	A	377,545	I	See Footnote

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Series D Convertible Preferred Stock^F3,F1,F2,F6	$6.00	Dec 23, 2016	A	51,203	A	Dec 23, 2016	—	Common Stock	409,624	54,640	I
Warrant^F1,F2,F6	$3.00	Dec 23, 2016	A	258,712	A	Dec 23, 2016	Dec 23, 2021	Common Stock	258,712	276,074	I
Stock Option^F5,F4	$2.12	Jan 17, 2017	A	85,000	A	—	Jan 17, 2027	Common Stock	85,000	85,000	D

Explanation of responses

F1Pursuant 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).
F2258,712 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.
F3The 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.
F4These 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
F5These securities were issued as part of the Issuer's annual equity compensation to non-employee directors.
F6These securities are held by Rockmore Investment Master Fund Ltd., an investment entity controlled by Bruce T. Bernstein.