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
                                                                                  
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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 * Bernstein Bruce 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                    _____ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)         (First)         (Middle)
C/O XPRESSPA GROUP, INC., 254 WEST 31ST STREET, 11TH FLOOR
3. Date of Earliest Transaction (MM/DD/YYYY)
8/19/2021
(Street)
NEW YORK, NY 10001
(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  8/19/2021    S    107500  A $1.4253 (1) 664198 (2) D   

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

Explanation of Responses:
(1)  The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.37 to $1.47, inclusive. The reporting person undertakes to provide to XpresSpa Group, Inc. any security holder of XpresSpa Group, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
(2)  The total also includes 500,000 restricted stock units, which were granted on July 29, 2021 and were previously reported and which vest in equal quarterly installments over a one-year period, with one-fourth vesting at the end of each fiscal quarter, such that the options will be fully vested as of June 30, 2022.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Bernstein Bruce
C/O XPRESSPA GROUP, INC.
254 WEST 31ST STREET, 11TH FLOOR
NEW YORK, NY 10001
X



Signatures
/s/ Bruce Bernstein 8/19/2021
**Signature of Reporting Person Date
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