Heyer Andrew R Form 3 FORM / ANDREW R HEYER ownership change

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^*

HEYER ANDREW R

(Last) (First) (Middle)

C/O FORM HOLDINGS CORP.

780 THIRD AVENUE, 12TH FLOOR

(Street)

NEW YORK NY 10017

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/23/2016

3. Issuer Name and Ticker or Trading Symbol
FORM Holdings Corp. [ FH ]

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

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

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

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	2,130,487	I	See Footnote(1)(2)(3)
Series D Convertible Preferred Stock	314,315(4)	I	See Footnote(1)(2)(3)

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series D Convertible Preferred Stock	12/23/2016	(4)	Common Stock	2,514,520(5)	6	I	See Footnote(1)(2)(3)
Warrant	12/23/2016	12/26/2021	Common Stock	1,588,116	3	I	See Footnote(1)(2)(3)

1. Name and Address of Reporting Person^*

HEYER ANDREW R

(Last) (First) (Middle)

C/O FORM HOLDINGS CORP.

780 THIRD AVENUE, 12TH FLOOR

(Street)

NEW YORK NY 10017

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Mistral Spa Holdings, LLC

(Last) (First) (Middle)

C/O MISTRAL CAPITAL MANAGEMENT, LLC

650 FIFTH AVENUE, 31ST FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Mistral Capital Management, LLC

(Last) (First) (Middle)

650 FIFTH AVENUE, 31ST FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

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

	/s/ Andrew R. Heyer	01/20/2017
	/s/ Andrew R. Heyer, as CEO of Mistral Spa Holdings, LLC	01/20/2017
	/s/ Andrew R. Heyer, as CEO of Mistral Capital Management, LLC	01/20/2017
	** Signature of Reporting Person	Date
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