Sec Form 4 Filing - Calm.com, Inc. @ XpresSpa Group, Inc. - 2019-07-08

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Calm.com, Inc. 2. Issuer Name and Ticker or Trading Symbol XpresSpa Group, Inc. [ XSPA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 77 GEARY STREET, THIRD FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 07/08/2019 (Street) SAN FRANCISCO, CA94108 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares 5.00% Unsecured Convertible Note due 2022 ( 1 ) $ 3.1 ( 2 ) 07/08/2019 P ( 3 ) ( 4 ) Series E Convertible Preferred Stock 806,451 $ 2,500,000 $ 2,500,000 D Common Stock Warrants $ 2 ( 5 ) 07/08/2019 P 937,500 01/08/2020 01/08/2025 Common Stock 937,500 ( 6 ) 937,500 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Calm.com, Inc. 77 GEARY STREET THIRD FLOOR SAN FRANCISCO, CA94108 X Signatures /s/ Alex Tew, Co-Chief Executive Officer, on behalf of Calm.com, Inc. 07/10/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On July 8, 2019, Calm.com, Inc. ("Calm") purchased $2.5 million aggregate principal amount of 5.00% Unsecured Convertible Notes due May 31, 2022 (the "Note") from the issuer, which will be initially convertible into shares of Series E Convertible Preferred Stock at a conversion price of $3.10 per share. ( 2 )Subject to receipt of approval of the shareholders of the issuer, the conversion price of the Note may be reduced in connection with certain anti-dilution price protection provisions, resulting in additional shares of Series E Preferred Stock becoming issuable. ( 3 )The Note is convertible at Calm's option into shares of Series E Preferred Stock at any time and from time to time. ( 4 )The Note matures on May 31, 2022. ( 5 )Subject to receipt of approval of the shareholders of the issuer, the exercise price of the Common Stock Warrants may be reduced in connection with certain anti-dilution price protection provisions, resulting in additional shares of Common Stock becoming issuable. ( 6 )The Common Stock Warrants were issued as partial consideration (along with the Note and other consideration) for Calm's investment in the issuer on July 8, 2019.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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