Mathis Scott L Form 4 Algodon Wines & Luxury Development / SCOTT L MATHIS ownership change

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, CHM&DIR

3. Date of Earliest Transaction (Month/Day/Year)
04/15/2016

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	04/19/2017		P		9,600	A	$2.5	107,999	I	See footnote(1)
Common Stock	04/19/2017		P		12,000	A	$2.5	119,999	I	See footnote(1)
Common Stock								4,660,656	I	See footnote(2)
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(3)	$3.85	04/15/2016		J(4)			25,000	04/15/2012	04/15/2016	Common Stock	25,000	$0	3,597,547	D
Stock Option(3)	$3.85	07/06/2016		J(4)			422,500	(5)	07/06/2016	Common Stock	422,500	$0	3,597,547	D
Stock Option(3)	$3.85	04/15/2017		J(4)			25,000	04/15/2013	04/15/2017	Common Stock	25,000	$0	3,597,547	D
Stock Option(3)	$2.48							04/15/2014	04/15/2018	Common Stock	25,000		3,597,547	D
Stock Option(3)	$2.48							06/30/2013	06/30/2018	Common Stock	1,000,000		3,597,547	D
Stock Option(3)	$2.48							08/27/2015	08/27/2019	Common Stock	150,000		3,597,547	D
Stock Option(3)	$2.48							(6)	08/27/2019	Common Stock	500,000		3,597,547	D
Stock Option(3)	$2.2							(7)	06/08/2020	Common Stock	1,459,890		3,597,547	D
Warrant	$2.3							10/31/2012	10/31/2017	Common Stock(8)	85,518		3,597,547	D
Warrant	$2.3							12/31/2012	12/31/2017	Common Stock(8)	18,939		3,597,547	D
Warrant	$2.3							03/31/2013	03/31/2018	Common Stock(8)	22,878		3,597,547	D
Warrant	$2.3							06/30/2013	06/30/2018	Common Stock(8)	2,460		3,597,547	D
Warrant	$2.3							09/30/2013	09/30/2018	Common Stock(8)	27,561		3,597,547	D
Warrant	$2.3							12/31/2013	12/31/2018	Common Stock(8)	36,031		3,597,547	D
Warrant	$2.3							03/31/2014	03/31/2019	Common Stock(8)	59,053		3,597,547	D
Warrant	$2.3							06/30/2014	06/30/2019	Common Stock(8)	58,834		3,597,547	D
Warrant	$2.3							09/30/2014	09/30/2019	Common Stock(8)	31		3,597,547	D
Warrant	$2.3							12/30/2014	12/30/2019	Common Stock(8)	40,364		3,597,547	D
Warrant	$2							12/30/2014	12/30/2019	Common Stock	10,800		3,597,547	D
Warrant	$2							03/31/2015	03/31/2020	Common Stock	24,600		3,597,547	D
Warrant	$2							06/30/2015	06/30/2020	Common Stock	43,589		3,597,547	D
Warrant	$2							09/30/2015	09/30/2020	Common Stock	28,481		3,597,547	D
Warrant	$2							12/31/2015	12/31/2020	Common Stock	3,518		3,597,547	D

Explanation of Responses:

1. Shares held by Mr. Mathis' 401(k) account.

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

3. Options reflected herein are granted pursuant to Options granted pursuant to AWLD's 2008 Equity Incentive Plan.

4. Expiration of options with no value received.

5. Options to acquire 105,625 vested on July 6, 2012; thereafter options to acquire 26,409 shares vest every three months.

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. 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	04/21/2017
	** Signature of Reporting Person	Date
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