SEC Form 3 · accession 0001144204-17-003269

XWELL, Inc. · XWEL

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

Reporting owners

Andrew R Heyer

Director · 10% Owner

Mistral Spa Holdings, LLC

10% Owner

Mistral Capital Management, LLC

10% Owner

Period of report

Dec 23, 2016

Accepted (ET)

Jan 20, 2017 · 5:48 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^F1,F2,F3	holding	—	—		—	2,130,487	I	See Footnote
Series D Convertible Preferred Stock^F4,F1,F2,F3	holding	—	—		—	314,315	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^{F1,F2,F3,F4,F5}	$6.00	holding	—	—	—	Dec 23, 2016	—	Common Stock	2,514,520	—	I
Warrant^F1,F2,F3	$3.00	holding	—	—	—	Dec 23, 2016	Dec 26, 2021	Common Stock	1,588,116	—	I

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 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).
F21,588,116 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.
F3Mistral 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.
F4The 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.
F5Includes 314,315 shares of Series D Preferred Stock which are initially convertible into 2,514,520 shares of common stock.

Remarks

Exhibit List - Exhibit 24 - Power of Attorney