XSPA XpresSpa Group Inc

The 9,053,519 shares of Common Stock beneficially owned by each of MSH and MCM represent (i) 47.76% of the total voting power of the voting stock of the Issuer (i.e., outstanding Common Stock and outstanding Series E preferred stock on an as-converted basis, plus any Warrants and options held by the applicable Reporting Persons) and (ii) 51.87% of the outstanding shares of Common Stock (i.e., outstanding Common Stock plus any Warrants, and options held by the applicable Reporting Persons), and the 9,191,439 shares of Common Stock beneficially owned by Mr. Heyer represent (i) 48.15% of the total voting power of the voting stock of the Issuer and (ii) 52.26% of the outstanding shares of Common Stock.

For the purpose of calculating beneficial ownership in this Amendment No. 2, the total number of shares of Common Stock outstanding was 15,152,664 and the total number of shares of Common Stock issuable upon conversion of the Issuer’s previously issued Series E Preferred Stock was 1,500,000, each as of December 2, 2019 and as reported in Amendment No. 2 to the Registration Statement on Form S-3 filed by the Issuer on December 9, 2019 with the Securities and Exchange Commission (the “SEC”).

This Amendment No. 2 to Schedule 13D (this “Amendment No. 2”) amends and supplements the Schedule 13D filed with the SEC on January 23, 2017 and amended on October 4, 2019 (as so amended, the “Original Schedule 13D”). Except as expressly set forth herein, there have been no changes in the information set forth in the Original Schedule 13D. Capitalized terms used but not defined in this Amendment No. 2 have the meanings given to such terms in the Original Schedule 13D. All numbers of shares of Common Stock in this Amendment No. 2 reflect the impact of the 1:20 reverse stock split of the Common Stock that became effective on February 22, 2019.

The purpose of this Amendment No. 2 is to correct certain of the Reporting Persons’ beneficial ownership information after giving effect to the transactions previously disclosed in the Original Schedule 13D, based on additional information provided by the Issuer.

Item 4.  Purpose of Transaction

Item 4 is hereby amended and restated in its entirety as follows:

The information set forth in the cover pages and Item 3 hereof is incorporated by reference into this Item 4.

All of the 6,750,774 shares of Common Stock that are held of record by MSH (of which 158,820 shares of Common Stock remain deposited in various escrow accounts to cover certain indemnification claims made pursuant to the Merger Agreement) and that may be deemed to be beneficially owned by the Reporting Persons, as reported herein, were acquired for investment purposes. Pursuant to the Merger Agreement, MSH also owns Warrants to purchase 2,302,745 shares of Common Stock at an exercise price of $2.00 per share.

Mr. Heyer also holds (a) options to purchase 4,250 shares of Common Stock, at an exercise price of $42.40 per share, pursuant to the Plan, which were issued on January 17, 2017 in connection with his service as a director of the Issuer, (b) options to purchase 7,500 shares of Common Stock, at an exercise price of $4.20 per share, pursuant to the Plan, which were issued on February 11, 2019 in connection with his service as a director of the Issuer, and (c) 5,750 shares of Common Stock, which were acquired for investment purposes. Mr. Heyer’s options to purchase shares of Common Stock 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.

The Reporting Persons retain the right to change their investment intent, from time to time, and to sell or otherwise dispose of all or part of the Common Stock or other securities of the Issuer, beneficially owned by them, based on market conditions and other factors they may deem relevant. The Reporting Persons may engage from time to time in ordinary course transactions, including entering into margin loans, with financial institutions with respect to the securities described herein. The Reporting Persons reserve the right in the future to engage in any hedging or similar transactions with respect to the securities described herein. Except as described above, none of the Reporting Persons currently has any plans or proposals which would be related to or would result in any of the matters described in Items 4(a)-(j) of the Instructions to Schedule 13D. However, as part of the ongoing evaluation of the investment and investment alternatives, the Reporting Persons may consider such matters and, subject to applicable law, may formulate a plan with respect to such matters, and, from time to time, may hold discussions with or make formal proposals to management or the board of directors of the Issuer or other third parties regarding such matters.

Item 5.  Interest in Securities of the Issuer

Item 5 is hereby amended and restated in its entirety as follows:

MSH is the record owner of an aggregate of 6,750,774 shares of Common Stock (of which 158,820 shares of Common Stock remain deposited in various escrow accounts to cover certain indemnification claims made pursuant to the Merger Agreement) and Warrants to purchase 2,302,745 shares of Common Stock at an exercise price of $2.00 per share.

Mr. Heyer also holds (a) options to purchase 4,250 shares of Common Stock, at an exercise price of $42.40 per share, pursuant to the Plan, which were issued on January 17, 2017 in connection with his service as a director of the Issuer, (b) options to purchase 7,500 shares of Common Stock, at an exercise price of $4.20 per share, pursuant to the Plan, which were issued on February 11, 2019 in connection with his service as a director of the Issuer, and (c) 5,750 shares of Common Stock, which were acquired for investment purposes. Mr. Heyer’s options to purchase shares of Common Stock 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.

MCM disclaims beneficial ownership of all of the securities of the Issuer included in this report, and the filing of this report shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities for purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, or for any other purpose.

See also the information contained on the cover pages of this Amendment No. 2 which is incorporated herein by reference.

(a)            For the purpose of calculating beneficial ownership in this Amendment No. 2, the total number of shares of Common Stock outstanding was 15,152,664 and the total number of shares of Common Stock issuable upon conversion of the Issuer’s previously issued Series E Preferred Stock was 1,500,000, each as of December 2, 2019 and as reported in Amendment No. 2 to the Registration Statement on Form S-3 filed by the Issuer on December 9, 2019 with the Securities and Exchange Commission.

(b)                 

(c)            There have been no reportable transactions with respect to the Common Stock of the Issuer within the last 60 days by the Reporting Persons other than as described in this Statement on Schedule 13D.

(d)            Not applicable.

(e)            Not applicable.

Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

The disclosure set forth under Item 3 of this Amendment No. 2 is incorporated herein by reference.

SIGNATURES

After reasonable inquiry and to the best knowledge and belief of each of the undersigned, each of the undersigned certifies that the information set forth in this statement with respect to such person is true, complete and correct.

Dated: December 20, 2019