SEC Filing - XWELL

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SEC FORM 3 SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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

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1. Name and Address of Reporting Person^*

Haynes Omar

(Last)

(First)

(Middle)

C/O XPRESSPA GROUP, INC.

254 WEST 31ST STREET, 11TH FLOOR

(Street)

NEW YORK

10001

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/13/2022

3. Issuer Name and Ticker or Trading Symbol
XpresSpa Group, Inc. [ XSPA ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
VP Treas & Fi & Interim CFO

5. If Amendment, Date of Original Filed (Month/Day/Year)

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 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	548	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee stock option (right to buy)	⁽¹⁾	04/20/2030	Common Stock	33,334	1.53	D
Employee stock option (right to buy)	⁽²⁾	01/22/2031	Common Stock	108,696	1.61	D
Employee stock option (right to buy)	⁽³⁾	04/20/2032	Common Stock	100,000	1.43	D

Explanation of Responses:

1. The option is fully vested.

2. The shares underlying this option vest in in four equal installments over each of the four anniversaries of the date of the grant, such that the options will be fully vested as of January 22, 2025.

3. The shares underlying this option vest in four installments beginning on March 20, 2023, on March 20, 2024, on March 20, 2025 and will be fully vested as of March 22, 2026.

Remarks:

EXHIBIT 24 - Power of Attorney

	/s/ Omar Haynes	06/23/2022
	** 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 Number.

SECTION 16 - EXHIBIT 24

POWER OF ATTORNEY



Know all by these presents that the undersigned hereby constitutes

and appoints Cara Soffer and her successors in office and designees,

signing singly, the undersigned's true and lawful attorney-in-fact to:



 (1) prepare, execute in the undersigned's name and on the

 undersigned's behalf, and submit to the U.S. Securities and

 Exchange Commission (the "SEC") a Form ID, including amendments

 thereto, and any other documents necessary or appropriate to

 obtain codes and passwords enabling the undersigned to make

 electronic filings with the SEC of reports required by Section

 16(a) of the Securities Exchange Act of 1934 or any rule or

 regulation of the SEC;



 (2) execute and file for and on behalf of the undersigned, in the

 undersigned's capacity as an officer and/or director of XpresSpa

 Group, Inc. (the "Company"), Forms 3, 4 and 5 in accordance with

 Section 16(a) of the Securities Exchange Act of 1934 and the rules

 thereunder;



 (3) do and perform any and all acts for and on behalf of the

 undersigned which may be necessary or desirable to complete and

 execute any such Form 3, 4, or 5, complete and execute any

 amendment or amendments thereto, and timely file such form with the

 United States Securities and Exchange Commission and any stock

 exchange or similar authority; and



 (4) take any other action of any type whatsoever in connection with

 the foregoing which, in the opinion of such attorney-in-fact, may be

 of benefit to, in the best interest of, or legally required by, the

 undersigned, it being understood that the documents executed by such

 attorney-in-fact on behalf of the undersigned pursuant to this Power

 of Attorney shall be in such form and shall contain such terms and

 conditions as such attorney-in-fact may approve in such attorney-in-

 fact's discretion.



The undersigned hereby grants to such attorney-in-fact full power and

authority to do and perform any and every act and thing whatsoever requisite,

necessary, or proper to be done in the exercise of any of the rights and

powers herein granted, as fully to all intents and purposes as the undersigned

might or could do if personally present, with full power of substitution or

revocation, hereby ratifying and confirming all that such attorney-in-fact, or

such attorney-in-fact's substitute or substitutes, shall lawfully do or cause

to be done by virtue of this power of attorney and the rights and powers

herein granted. The undersigned acknowledges that the foregoing attorney-in-

fact, in serving in such capacity at the request of the undersigned, are not

assuming, nor is the Company assuming, any of the undersigned's

responsibilities to comply with Section 16 of the Securities Exchange Act of

1934.



This Power of Attorney shall remain in full force and effect until the

undersigned is no longer required to file Forms 3, 4 and 5 with respect to the

undersigned's holdings of and transactions in securities issued by the Company,

unless earlier revoked by the undersigned in a signed writing delivered to the

foregoing attorney-in-fact.



IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be

executed of this 23rd day of June, 2022.





/s/ Omar Haynes

Name: Omar Haynes