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

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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^*

MATHIS SCOTT L

(Last)

(First)

(Middle)

1445 16TH STREET, SUITE 403

(Street)

MIAMI BEACH,

33139

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Gaucho Group Holdings, Inc. [ VINO ]

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

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	President, CEO, Chair. & Dir.

3. Date of Earliest Transaction (Month/Day/Year)
10/23/2020

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/23/2020		A		6,782	A	$0.557	241,026	I	See Footnote⁽¹⁾
Common Stock								558,362	D
Series B Preferred Stock⁽²⁾								2,100	I	See Footnote⁽¹⁾
Common Stock								3,777,425	I	See Footnote⁽³⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option	$0.385							⁽⁴⁾	07/08/2024	Common Stock	2,209,890		2,209,890	D
Stock Option	$0.385							⁽⁵⁾	01/31/2024	Common Stock	450,000		450,000	D
Stock Option	$0.539							⁽⁶⁾	09/20/2023	Common Stock	725,000		725,000	D
Stock Option	$0.77							⁽⁷⁾	02/14/2023	Common Stock	1,000,000		1,000,000	D
Stock Option	$1.1							⁽⁸⁾	12/17/2022	Common Stock	300,000		300,000	D

Explanation of Responses:

1. Shares held by Mr. Mathis' 401(k) account. Mr. Mathis received a dividend payable in common stock as a result of his ownership of Series B Preferred Stock.

2. Series B Preferred Shares are automatically convertible to Common Shares at a ratio of 1 Preferred Share to 10 Common Shares upon uplisting to national stock exchange or prior thereto at holder's option.

3. Shares held by The WOW Group, LLC, of which Mr. Mathis is a managing member and of which Mr. Mathis is a controlling member.

4. Stock options granted pursuant to 2018 Equity Incentive Plan; options to acquire 552,472 shares vest on 7/8/20; options to acquire 138,120 shares vest on 10/8/20; thereafter options to acquire 138,118 shares vest every three months in equal installments.

5. Stock options granted pursuant to 2018 Equity Incentive Plan; options to acquire 112,500 shares vest on 1/31/20; thereafter options to acquire 28,125 shares vest every three months in equal installments.

6. Stock options granted pursuant to 2018 Equity Incentive Plan; options to acquire 181,250 shares vest on 9/20/19; thereafter options to acquire 45,313 shares vest every three months in equal installments with the last installment of 45,307 vesting on 9/20/22.

7. Stock options granted pursuant to 2016 Equity Incentive Plan; options to acquire 250,000 shares vest on 2/14/19; thereafter options to acquire 62,500 shares vest every three months.

8. Stock options granted pursuant to 2016 Equity Incentive Plan; options to acquire 75,000 shares vest on 12/17/18; thereafter options to acquire 18,750 shares vest every three months.

	/s/ Scott L. Mathis	01/25/2021
	** 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).
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