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 OF SECURITIES
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5
                      
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 *

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/YYYY)

12/3/2015
(Street)

NEW YORK, NY 10017
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

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

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

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   12/3/2015     A    2500   A $3.16   2500   D    
Common Stock   12/23/2016     A    258712   A $0   (1) (2) 293302   I   See Footnote   (6)
Common Stock   1/20/2017     A    84243   A $2.31   (1) (2) 377545   I   See Footnote   (6)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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   $6.00   12/23/2016     A      51203   (3)      12/23/2016     (3) Common Stock   409624   $0   (1) (2) 54640   I   See Footnote   (6)
Warrant   $3.00   12/23/2016     A      258712       12/23/2016   12/23/2021   Common Stock   258712   $0   (1) (2) 276074   I   See Footnote   (6)
Stock Option   $2.12   1/17/2017     A      85000         (4) 1/17/2027   Common Stock   85000   $0   (5) 85000   D    

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.

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, NY 10017 		X



Signatures
/s/ Bruce Bernstein 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 4(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.
XpresSpa (NASDAQ:XSPA)
Historical Stock Chart
From Mar 2024 to Apr 2024 Click Here for more XpresSpa Charts.
XpresSpa (NASDAQ:XSPA)
Historical Stock Chart
From Apr 2023 to Apr 2024 Click Here for more XpresSpa Charts.