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SEC FORM 4 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
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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*
Bernstein Bruce
(Last) (First) (Middle)
C/O XPRESSPA GROUP, INC.
254 WEST 31ST STREET, 11TH FLOOR
(Street)
NEW YORK NY 10001
(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)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
12/15/2021
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
Common Stock 12/15/2021 P 2,500 A $1.666 666,698(2) D
Common Stock 12/16/2021 P 30,000 A $1.7158(1) 696,698(2) D
Common Stock 12/17/2021 P 5,000 A $1.65 701,698(2) D
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
Explanation of Responses:
1. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $1.69 to $1.74, 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.
Remarks:
EXHIBIT 24 - Power of Attorney for Bruce Bernstein
__________________________________________________ Bruce Bernstein 12/17/2021
** 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).
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.
EXHIBIT 24

POWER OF ATTORNEY



Know all by these presents that the undersigned hereby constitutes and

appoints each of James Berry and Cara Soffer and their 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 each 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 attorneys-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 attorneys-in-fact.



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

executed of this 17th day of December, 2021.



/s/ Bruce Bernstein

Name: Bruce Bernstein