Sec Form 4 Filing - HEYER ANDREW R @ XpresSpa Group, Inc. - 2019-10-01

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 HEYER ANDREW R 2. Issuer Name and Ticker or Trading Symbol XpresSpa Group, Inc. [ XSPA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O XPRESSPA GROUP, INC., 780 THIRD AVENUE, 12TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 10/01/2019 (Street) NEW YORK, NY10017 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 10/02/2019 C 6,606,338 A 6,712,861 ( 2 ) ( 3 ) I See Footnote ( 2 ) Common Stock 5,750 D

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 ( 4 ) 10/01/2019 J( 4 ) 8,470 12/23/2016 ( 7 ) Common Stock 254,100 ( 2 ) ( 5 ) $ 0 288,112 I See Footnote ( 2 ) Series D Convertible Preferred Stock ( 6 ) 10/01/2019 J( 6 ) 67,913 12/23/2016 ( 7 ) Common Stock 2,037,390 ( 2 ) ( 5 ) $ 0 220,199 I See Footnote ( 2 ) Series D Convertible Preferred Stock ( 1 ) 10/02/2019 C 220,199 12/23/2016 ( 7 ) Common Stock 6,606,338 ( 2 ) $ 0 0 I See Footnote ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other HEYER ANDREW R C/O XPRESSPA GROUP, INC. 780 THIRD AVENUE, 12TH FLOOR NEW YORK, NY10017 X X Mistral Spa Holdings, LLC C/O MISTRAL EQUITY PARTNERS 650 FIFTH AVENUE, 10TH FLOOR NEW YORK, NY10019 X Mistral Capital Management, LLC C/O MISTRAL EQUITY PARTNERS 650 FIFTH AVENUE, 10TH FLOOR NEW YORK, NY10019 X Signatures /s/ Andrew R. Heyer 10/03/2019 Signature of Reporting Person Date /s/ Andrew R. Heyer, as CEO of Mistral Spa Holdings, LLC 10/03/2019 Signature of Reporting Person Date /s/ Andrew R. Heyer, as CEO of Mistral Capital Management, LLC 10/03/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Automatic conversion of the Registrant's Series D convertible preferred stock (including shares payable as accrued but unpaid dividends thereon). On July 8, 2019, the Registrant filed a certificate of amendment to the Certificate of Designation of Series D Convertible Preferred Stock (the "Series D COD Amendment") with the State of Delaware to, upon receipt of stockholder approval, reduce the conversion price to $2.00 and provide for automatic conversion of the Series D Convertible Preferred Stock into shares of Common Stock. The Series D COD Amendment was approved by the stockholders of the Registrant on October 2, 2019. ( 2 )Mistral 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. ( 3 )All numbers reflect the impact of the 1:20 reverse stock split of the Registrant's common stock that became effective on February 22, 2019. ( 4 )On October 2, 2019, 8,470 shares of Series D Convertible Preferred Stock, which were deposited in various escrow accounts to cover certain indemnification claims made pursuant to the Merger Agreement, were forfeited by the reporting persons in connection with such claims. ( 5 )For consistency, these numbers give effect to the conversion described in footnote (1) above. ( 6 )Represents the net result of a pro rata distribution of 71,927 shares of the registrant's Series D Convertible Preferred Stock from MSH. As a result of the distribution, 67,913 shares of the registrant's Series D Convertible Preferred Stock were distributed to non-affiliates of the reporting persons, while the reporting persons may be deemed to be the beneficial owners of the remaining portion of the distribution. ( 7 )Prior to the conversion described in footnote 1 above, the Series D convertible preferred stock would have matured seven years after the date of issuance, and the Registrant would have had to pay holders in cash, shares of common stock, or any combination thereof.

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