SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Calm.com, Inc. (Last) (First) (Middle) 77 GEARY STREET, THIRD FLOOR (Street) SAN FRANCISCO CA 94108 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol XpresSpa Group, Inc. [ XSPA ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 04/16/2020
	4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: 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
5.00% Unsecured Convertible Note due 2022(1)	$3.1(2)	04/16/2020		S			2,500,000	(3)	(4)	Series E Convertible Preferred Stock	1,445,816	$2,375,000	0	D
Common Stock Warrants	$2(5)	04/20/2020		S			937,500	01/08/2020	01/08/2025	Common Stock	937,500	$0.107	0	D
Series E Convertible Preferred Stock	$2	04/20/2020		S			967,742	(6)	(7)	Common Stock	1,500,000	$0.334	0	D

Explanation of Responses:

1. $2.5 million aggregate principal amount of XpresSpa Group, Inc.'s 5.00% Unsecured Convertible Notes due May 31, 2022 (the "Note"), which is convertible into shares of Series E Convertible Preferred Stock at a conversion price of $2.00 per share.

2. Subject to receipt of approval of the shareholders of the issuer, the conversion price of the Note may be reduced in connection with certain anti-dilution price protection provisions, resulting in additional shares of Series E Preferred Stock becoming issuable.

3. The Note is convertible at the holder's option into shares of Series E Preferred Stock at any time and from time to time.

4. The Note matures on May 31, 2022.

5. Subject to receipt of approval of the shareholders of the issuer, the exercise price of the Common Stock Warrants may be reduced in connection with certain anti-dilution price protection provisions, resulting in additional shares of Common Stock becoming issuable.

6. Holder has the right to convert any of the Series E Convertible Preferred at any time and from time to time.

7. The Series E Convertible Preferred Stock matures on November 13, 2025.

	/s/ Alex Tew, Co-Chief Executive Officer, on behalf of Calm.com, Inc.	04/21/2020
	** 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).
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