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
  
 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)
135 FIFTH AVENUE, FLOOR 10
(Street)
NEW YORK NY 10010
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Algodon Wines & Luxury Development Group, 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)
12/17/2017
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
Series B Preferred Stock(1) 2,100 I See footnote(2)
Common Stock 119,999 I See footnote(2)
Common Stock 4,660,656 I See footnote(3)
Common Stock 336,545 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
Stock Option $1.1 12/17/2017 A 300,000 (4) 12/17/2022 Common Stock 300,000 $0 300,000 D
Stock Option(5) $2.48 04/15/2014 04/15/2018 Common Stock 25,000 25,000 D
Stock Option(5) $2.48 06/30/2013 06/30/2018 Common Stock 1,000,000 1,000,000 D
Stock Option(5) $2.48 08/27/2015 08/27/2019 Common Stock 150,000 150,000 D
Stock Option(5) $2.48 (6) 08/27/2019 Common Stock 500,000 500,000 D
Stock Option(5) $2.2 (7) 06/08/2020 Common Stock 1,459,890 1,459,890 D
Warrant $2.3 10/31/2017 J V 85,518 10/31/2012 10/31/2017 Common Stock(9) 85,518 (8) 0 D
Warrant $2.3 12/31/2012 12/31/2017 Common Stock(9) 18,939 18,939 D
Warrant $2.3 03/31/2013 03/31/2018 Common Stock(9) 22,878 22,878 D
Warrant $2.3 06/30/2013 06/30/2018 Common Stock(9) 2,460 2,460 D
Warrant $2.3 09/30/2013 09/30/2018 Common Stock(9) 27,561 27,561 D
Warrant $2.3 12/31/2013 12/31/2018 Common Stock(9) 36,031 36,031 D
Warrant $2.3 03/31/2014 03/31/2019 Common Stock(9) 59,053 59,053 D
Warrant $2.3 06/30/2014 06/30/2019 Common Stock(9) 58,834 58,834 D
Warrant $2.3 09/30/2014 09/30/2019 Common Stock(9) 31 31 D
Warrant $2.3 12/30/2014 12/30/2019 Common Stock(9) 40,364 40,364 D
Warrant $2 12/30/2014 12/30/2019 Common Stock 10,800 10,800 D
Warrant $2 03/31/2015 03/31/2020 Common Stock 24,600 24,600 D
Warrant $2 06/30/2015 06/30/2020 Common Stock 43,589 45,589 D
Warrant $2 09/30/2015 09/30/2020 Common Stock 28,481 28,481 D
Warrant $2 12/31/2015 12/31/2020 Common Stock 3,518 3,518 D
Explanation of Responses:
1. 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.
2. Shares held by Mr. Mathis' 401(k) account.
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 option 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.
5. Options granted pursuant to AWLD's 2008 Equity Incentive Plan.
6. Options to acquire 31,250 vest on November 27, 2014; thereafter options to acquire 31,250 shares vest every three months.
7. Options to acquire 364,974 vest on June 8, 2016; thereafter options to acquire 91,243 shares vest every three months.
8. Expiration of warrants with no value received.
9. Warrants to purchase Series A Preferred Stock were automatically converted to common stock on July 14, 2014 on a 1:1 basis pursuant to the effectiveness of AWLD's Form 10 filed with the SEC on May 14, 2014.
/s/ Scott L. Mathis 12/19/2017
** 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.