Ezra Ernst - 04 Sep 2024 Form 4 Insider Report for XWELL, Inc. (XWEL)

Role: President and CEO
Signature: /s/ Cara Soffer, Attorney-in-fact for Ezra Ernst
Issuer symbol: XWEL
Transactions as of: 04 Sep 2024
Net transactions value: $0
Form type: 4
Filing time: 05 Sep 2024, 17:53:09 UTC
Previous filing: 07 Feb 2024
Next filing: 05 Aug 2025
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	XWEL	Common Stock	Award	$0	+30,000	+2655%	$0.000000	31,130	04 Sep 2024	Direct	F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	XWEL	Employee stock option (right to buy)	Award	$0	+30,000		$0.000000	30,000	04 Sep 2024	Common Stock	30,000	$1.80	Direct	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Represents 30,000 shares of restricted common stock, par value $0.01 per share (the "Common Stock") of XWELL, Inc. (the "Company") issued to the reporting person in connection with the reporting person's employment agreement with the Company, effective as of September 4, 2024. One-third of the shares shall vest on each of the first, second and third anniversaries of September 4, 2024, provided that the reporting person remains employed by or is providing services to the Company.
F2	Represents 30,000 shares of Common Stock with such options vesting (a) 25% on September 4, 2024, (b) 18.75% on December 31, 2024, (c) 18.75% on March 31, 2025, (d) 18.75% on June 30, 2025, and (e) 18.75% on September 30, 2025, provided that the reporting person is employed by or providing services to the Company through each applicable vesting date.

Content

Represents 30,000 shares of restricted common stock, par value $0.01 per share (the "Common Stock") of XWELL, Inc. (the "Company") issued to the reporting person in connection with the reporting person's employment agreement with the Company, effective as of September 4, 2024. One-third of the shares shall vest on each of the first, second and third anniversaries of September 4, 2024, provided that the reporting person remains employed by or is providing services to the Company.

Represents 30,000 shares of Common Stock with such options vesting (a) 25% on September 4, 2024, (b) 18.75% on December 31, 2024, (c) 18.75% on March 31, 2025, (d) 18.75% on June 30, 2025, and (e) 18.75% on September 30, 2025, provided that the reporting person is employed by or providing services to the Company through each applicable vesting date.