SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

MATS VADIM

(Last)

(First)

(Middle)

506 SYLVAN AVENUE

SUITE 3170

(Street)

ENGLEWOOD CLIFFS

07632

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/30/2012

3. Issuer Name and Ticker or Trading Symbol
Wizard World, Inc. [ WIZD ]

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

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.0001 per share	50,000⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Options (Right to Purchase)	06/30/2011⁽²⁾	05/09/2016	common stock, par value $0.0001 per share	150,000⁽³⁾	$0.44	D

Explanation of Responses:

1. Pursuant to the terms of a director agreement, dated January 18, 2011, by and between Wizard World, Inc. (the "Company") and Mr. Mats (the "Director Agreement"), Mr. Mats is to receive at the end of every fiscal quarter during his time serving as a director on the board of directors (the "Board"), ten thousand (10,000) shares of the Company's restricted common stock, par value $0.0001 per share. On April 11, 2012, Mr. Mats waived all future stock grants he is entitled to under the Director Agreement.

2. 7,222 options vested on the Date Exercisable and 12,500 options will vest per fiscal quarter over a three year period.

3. Mr. Mats received, pursuant to a stock option agreement, entered into as of May 9, 2011, by and between the Company and Mr. Mats, stock options to purchase up to one hundred and fifty thousand (150,000) shares of the Company's common stock, par value $0.0001 per share, at an exercise price per share equal to $0.44. The options are exercisable for a period of five years and vest in equal amounts over a period of three (3) years at the rate of twelve thousand five hundred (12,500) options per fiscal quarter at the end of such quarter, commencing in the quarter ended June 30, 2011, and pro-rated for the number of days Mr. Mats served on the Board during the first fiscal quarter. As of the date hereof, 44,722 options have vested.

Remarks:

On January 18, 2011, Vadim Mats was appointed to the Board. On March 30, 2012, the Company filed a registration statement on Form 8-A, registering the Company's common stock, par value $0.0001 per share under Section 12(g) of the Securities Exchange Act of 1934, with the U.S. Securities and Exchange Commission.

	/s/ Vadim Mats	04/13/2012
	** 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 5 (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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