Sec Form 4 Filing - Bernstein Bruce @ FORM Holdings Corp. - 2015-12-03

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 Bernstein Bruce 2. Issuer Name and Ticker or Trading Symbol FORM Holdings Corp. [ FH] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O FORM HOLDINGS CORP.,, 780 THIRD AVENUE, 12TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 12/03/2015 (Street) NEW YORK, NY10017 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 Common Stock 12/03/2015 A 2,500 A $ 3.16 2,500 D Common Stock 12/23/2016 A 258,712 A $ 0 ( 1 ) ( 2 ) 293,302 I See Footnote ( 6 ) Common Stock 01/20/2017 A 84,243 A $ 2.31 ( 1 ) ( 2 ) 377,545 I See Footnote ( 6 )

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 Series D Convertible Preferred Stock $ 6 12/23/2016 A 51,203 ( 3 ) 12/23/2016 ( 3 ) Common Stock 409,624 $ 0 ( 1 ) ( 2 ) 54,640 I See Footnote ( 6 ) Warrant $ 3 12/23/2016 A 258,712 12/23/2016 12/23/2021 Common Stock 258,712 $ 0 ( 1 ) ( 2 ) 276,074 I See Footnote ( 6 ) Stock Option $ 2.12 01/17/2017 A 85,000 ( 4 ) 01/17/2027 Common Stock 85,000 $ 0 ( 5 ) 85,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Bernstein Bruce C/O FORM HOLDINGS CORP., 780 THIRD AVENUE, 12TH FLOOR NEW YORK, NY10017 X Signatures /s/ Bruce Bernstein 01/20/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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 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). ( 2 )258,712 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. ( 3 )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. ( 4 )These 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 ( 5 )These securities were issued as part of the Issuer's annual equity compensation to non-employee directors. ( 6 )These securities are held by Rockmore Investment Master Fund Ltd., an investment entity controlled by Bruce T. Bernstein.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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

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