Gaucho (VINOQ) 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 & Chairman

3. Date of Earliest Transaction (Month/Day/Year)
06/08/2015

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	08/27/2015		P		4,632	A	$2	95,599	I	See Footnote(1)
Common Stock	08/27/2015		J(2)		53,151	D	$2	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(4)	$2.2	06/08/2015		A		1,459,890		(5)	06/08/2020	Common Stock	1,459,890	$0	1,459,890	D
Stock Option	$3.85							04/15/2012	04/15/2016	Common Stock	25,000		25,000	D
Stock Option	$3.85							(6)	07/06/2016	Common Stock	422,500		422,500	D
Stock Option	$3.85							04/15/2013	04/15/2017	Common Stock	25,000		25,000	D
Stock Option	$2.48							04/15/2014	04/15/2018	Common Stock	25,000		25,000	D
Stock Option	$2.48							06/30/2013	06/30/2018	Common Stock	1,000,000		1,000,000	D
Stock Option	$2.48							08/27/2015	08/27/2019	Common Stock	150,000		150,000	D
Stock Option	$2.48							(7)	08/27/2019	Common Stock	500,000		500,000	D
Warrant	$1.59	07/27/2015		J(8)			22,237	07/27/2010	07/27/2015	Common Stock	22,237	$0	0	D
Warrant	$2.3							10/31/2012	10/31/2017	Common Stock	85,518		85,518	D
Warrant	$2.3							12/31/2012	12/31/2017	Common Stock	18,939		18,939	D
Warrant	$2.3							03/31/2013	03/31/2018	Common Stock	22,878		22,878	D
Warrant	$2.3							06/30/2013	06/30/2018	Common Stock	2,460		2,460	D
Warrant	$2.3							09/30/2013	09/30/2018	Common Stock	27,561		27,561	D
Warrant	$2.3							12/31/2013	12/31/2018	Common Stock	36,031		36,031	D
Warrant	$2.3							03/31/2014	03/31/2019	Common Stock	59,053		59,053	D
Warrant	$2.3							06/30/2014	06/30/2019	Common Stock	58,834		58,834	D

Explanation of Responses:

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

2. Represents a distribution of shares held by The WOW Group, LLC in redemption of the membership interest of certain members of The WOW Group, LLC.

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

5. Options to acquire 364,974 vest on June 8, 2016; thereafter options to acquire 91,243 shares vest every three months.

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

7. Options to acquire 31,250 vest on November 27, 2014; thereafter options to acquire 31,250 shares vest every three months.

8. Expiration of warrants with no value received.

	/s/ Scott L. Mathis	10/01/2015
	** Signature of Reporting Person	Date
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