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)
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)
05/29/2018
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 05/29/2018 J 46,122 D $0.63 3,777,425 I see footnote(3)
Series B Preferred Stock(2) 2,100 I see footnote(1)
Common Stock 164,308 I see footnote(1)
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 $0.77 (4) 02/14/2023 Common Stock 1,000,000 1,000,000 D
Stock Option $1.1 (5) 12/17/2022 Common Stock 300,000 300,000 D
Stock Option(6) $2.48 05/31/2018 J(10) V 1,000,000 06/30/2013 06/30/2018 Common Stock 1,000,000 $0 0 D
Stock Option(6) $2.48 08/27/2015 08/27/2015 Common Stock 150,000 150,000 D
Stock Option(6) $2.48 (7) 08/27/2019 Common Stock 500,000 500,000 D
Stock Option(6) $2.2 (8) 06/08/2020 Common Stock 1,459,890 1,459,890 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. Shares held by Mr. Mathis' 401(k) account.
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. Reflects a transfer of Company shares to certain WOW Group members in redemption of their WOW Group interests.
4. Stock options granted pursuant to 2016 Equity Incentive Plan; options to acquire 250,000 shares vest on 2/14/19; thereafter options to acquire 187,500 shares vest every three months in equal installments.
5. 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 in equal installments.
6. Options granted pursuant to AWLD's 2008 Equity Incentive Plan.
7. Options to acquire 31,250 vest on November 27, 2014; thereafter options to acquire 31,250 shares vest every three months in equal installments.
8. Options to acquire 364,974 vest on June 8, 2016; thereafter options to acquire 91,243 shares vest every three months in equal installments.
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.
10. Expiration of stock options with no value received.
/s/ Scott L. Mathis 05/31/2018
** 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).
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