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THE UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
XpresSpa Group, Inc.
(Formerly known as Form Holdings Corporation)
(Name of Issuer)
Common Stock, $.01 Par Value
(Title of Class of Securities)
98420U109
(CUSIP Number)
December 31, 2017
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule 13G is filed:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting
person?s initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be filed for the purpose of Section 18 of the Securities Exchange
Act of 1934 (Act) or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
CUSIP No. 98420U109
(1) Names of Reporting Persons. I.R.S. Identification Nos. of Above
Persons (entities only):
AWM Investment Company, Inc.
(2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a)___
(b)___
(3) SEC Use Only
(4) Citizenship or Place of Organization: Delaware, United States
Number of Shares Beneficially
Owned by Each Reporting
Person With
(5) Sole Voting Power: 2,643,745**
(6) Shared Voting Power: 0
(7) Sole Dispositive Power: 2,643,745**
(8) Shared Dispositive Power:
0
(9) Aggregate Amount Beneficially Owned by Each Reporting
Person: 2,643,745**
(10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions):
(11) Percent of Class Represented by Amount in Row (9): 9.9%**
(12) Type of Reporting Person (See Instructions): IA
**AWM Investment Company, Inc., a Delaware corporation (AWM), is the
investment adviser to Special Situations Cayman Fund, L.P. (CAYMAN), Special
Situations Fund III QP, L.P. (SSFQP), and Special Situations Private Equity
Fund, L.P. (SSPE). (CAYMAN, SSFQP and SSPE will hereafter be referred to as
the Funds.) As the investment adviser to the Funds, AWM holds sole voting
and investment power over 462,561 Shares of Common Stock of the Issuer (the
Shares) held by CAYMAN, 1,387,683 Shares of Common Stock held by SSFQP and
793,501 Shares of Common Stock held by SSPE. See Items 2 and 4 of this
Schedule for additional information.
Item 1(a). Name Of Issuer: XpresSpa Group, Inc.
Item 1(b). Address of Issuer?s Principal Executive Offices:
780 Third Avenue -12th Floor, New York, NY 10017
Item 2(a). Name of Person Filing:
The person filing this report is AWM Investment Company, Inc., a
Delaware corporation (AWM), which is the investment adviser to Special
Situations Cayman Fund, L.P., a Cayman Islands Limited Partnership
(CAYMAN), Special Situations Fund III QP, L.P., a Delaware limited
partnership (SSFQP) and Special Situations Private Equity Fund, L.P.,
a Delaware limited partnership (SSPE). (CAYMAN, SSFQP and SSPE, will
hereafter be referred to as the Funds.) The principal business of
each Fund is to invest in equity and equity-related securities and
other securities of any kind or nature.
Austin W. Marxe (Marxe), David M. Greenhouse (Greenhouse) and Adam C.
Stettner (Stettner) are members of: SSCayman, L.L.C., a Delaware
limited liability company (SSCAY) the general partner of CAYMAN; MGP
Advisers Limited Partnership, a Delaware limited partnership (MGP),
the general partner of SSFQP; and MG Advisers, L.L.C., a New York
limited liability company (MG), the general partner of SSPE. Marxe,
Greenhouse and Stettner are also controlling principals of AWM.
Item 2(b). Address of Principal Business Office or, if None, Residence:
The principal business address for AWM is c/o Special Situations
Funds, 527 Madison Avenue, Suite 2600, New York, NY 10022.
Item 2(c). Citizenship:
AWM is a Delaware corporation.
Item 2(d). Title of Class of Securities: Common Stock, $.01 Par Value
Item 2(e). CUSIP No.: 98420U109
Item 3. If This Statement Is Filed Pursuant to ??240.13d-1(b) or 240.13d-
2(b) or (c), check whether the Person Filing is a:
Not Applicable.
Item 4. Ownership
(a) Amount Beneficially Owned: 2,643,745**
(b) Percent of Class: 9.9%**
(c) Number of Shares as to which the person has:
(i)sole power to vote or to direct the vote: 2,643,745**
(ii) shared power to vote or to direct the vote:0
(iii) sole power to dispose or to direct the disposition of
2,643,745**
(iv) shared power to dispose or to direct the disposition of
0
_____________________________________________________________________________
** AWM is the investment adviser to each of the Funds. As the investment
adviser to the Funds, AWM holds sole voting and investment power over 462,561
Shares of Common Stock of the Issuer (the Shares) held by CAYMAN, 1,387,683
Shares of Common Stock held by SSFQP and 793,501 Shares of Common Stock held
by SSPE. Marxe, Greenhouse and Stettner are members of: SSCAY, the general
partner of CAYMAN; MGP, the general partner of SSFQP; and MG, the general
partner of SSPE. Marxe, Greenhouse and Stettner are also controlling
principals of AWM.
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more
than five percent of the class of securities, check the following. ?
Item 6. Ownership of More Than Five Percent on Behalf of Another Person
Not Applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company or
Control Person
Not Applicable.
Item 8. Identification and Classification of Members of the Group
Not Applicable.
Item 9. Notice of Dissolution of Group
Not Applicable.
Item 10. Certification
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not held
for the purpose of or with the effect of changing or influencing the control
of the issuer of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having that purpose or
effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
Dated: February 9, 2018
AWM INVESTMENT COMPANY, INC.
By: /s/ David Greenhouse
Name: David Greenhouse
Title: Executive Vice President
Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (See 18 U.S.C. 1001)
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