FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

HEYER ANDREW R

2. Date of Event Requiring Statement (MM/DD/YYYY)
12/23/2016 

3. Issuer Name and Ticker or Trading Symbol

FORM Holdings Corp. [FH]

(Last)        (First)        (Middle)

C/O FORM HOLDINGS CORP., 780 THIRD AVENUE, 12TH FLOOR

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                            ___ X ___ 10% Owner
_____ Officer (give title below)          _____ Other (specify below)

(Street)

NEW YORK, NY 10017       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person


Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock   2130487   I   See Footnote   (1) (2) (3)
Series D Convertible Preferred Stock   314315   (4) I   See Footnote   (1) (2) (3)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series D Convertible Preferred Stock   12/23/2016     (4) Common Stock   2514520   (5) $6.00   I   See Footnote   (1) (2) (3)
Warrant   12/23/2016   12/26/2021   Common Stock   1588116   $3.00   I   See Footnote   (1) (2) (3)

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 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).
( 2)  1,588,116 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.
( 3)  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.
( 4)  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.
( 5)  Includes 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

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
HEYER ANDREW R
C/O FORM HOLDINGS CORP.
780 THIRD AVENUE, 12TH FLOOR
NEW YORK, NY 10017
X X

Mistral Spa Holdings, LLC
C/O MISTRAL CAPITAL MANAGEMENT, LLC
650 FIFTH AVENUE, 31ST FLOOR
NEW YORK, NY 10019

X

Mistral Capital Management, LLC
650 FIFTH AVENUE, 31ST FLOOR
NEW YORK, NY 10019

X


Signatures
/s/ Andrew R. Heyer 1/20/2017
** Signature of Reporting Person Date

/s/ Andrew R. Heyer, as CEO of Mistral Spa Holdings, LLC 1/20/2017
** Signature of Reporting Person Date

/s/ Andrew R. Heyer, as CEO of Mistral Capital Management, LLC 1/20/2017
** Signature of Reporting Person Date


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 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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