Gonfiantini Nello III Form 5 DIEGO PELLICER WORLDWIDE / Nello Gonfiantini III ownership change

SEC Form 5

FORM 5

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

ANNUAL 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).

X

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

Gonfiantini Nello III

(Last) (First) (Middle)

6160 PLUMAS ST

SUITE 100

(Street)

RENO NV 89519

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
DIEGO PELLICER WORLDWIDE, INC [ DPWW ]

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

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

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2019

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 at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
				Amount	(A) or (D)	Price
COMMON STOCK ("Shares")	06/03/2016		P	5,000	A	$6	5,000	D
COMMON STOCK ("Shares")(1)	05/19/2017		A(4)	56,240	A	(7)	61,240	D
COMMON STOCK ("Shares")(2)	10/19/2018		A(4)	1,363,124	A	(7)	1,424,364	D
COMMON STOCK ("Shares")(3)	04/02/2019		A(4)	1,193,958	A	(7)	2,618,322	D
COMMON STOCK ("Shares")(4)	05/30/2019		G(4)	500,000	A	(7)	2,118,322	D
COMMON STOCK ("Shares")(5)	12/31/2019		A(4)	8,333,097	A	(7)	10,451,419	I	*

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)
					(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Options(6)	$0.3	07/07/2017	07/17/2017	A	1,000,000		05/12/2016	05/12/2020	Common Shares	1,000,000	$0.3	0	D
Stock Options(6)	$0.25	08/01/2017	07/17/2017	A	1,224,795		08/01/2017	02/01/2027	Common Shares	1,224,795	$0.25	0	D
Stock Options(6)	$0.25	02/01/2018	07/17/2017	A	1,224,795		02/01/2018	02/01/2027	Common Shares	1,224,795	$0.25	0	D
Stock Options(6)	$0.25			3			05/12/2016	02/01/2027	Common Shares	172,480		0	D

Explanation of Responses:

1. Reporting Person received these shares as a grant pursuant his Employment Agreement;

2. Reporting Person received these shares as a grant pursuant his Employment Agreement;

3. Reporting Person received these shares as a grant pursuant his Employment Agreement;

4. Reporting Person gifted 500,000 shares to various individuals;

5. Reporting Person received these shares as a grant pursuant his Employment Agreement;

6. As reported on his Form 3 filed on July 7, 2017, Reporting Person received an aggregate 3, 449,590 non-qualified stock options: 1,000,000, exercisable at $.30 per share over the term cited above, 1,224,795 of which were exercisable over a 10-year term, commencing on 8/1/2017, at $.25 per share, and 1224,795 of which were exercisable over a 10-year term, commencing 2/1/2018, at $.25 per share, pursuant to his Employment Agreement; all 3,449,590 stock options were reduced to 172,480 stock options as a result of a 20 for 1 reverse stock split. Following the 20 for 1 reverse stock split, Reporting Person cancelled and returned all of these stock options to the Issuer;

7. N/A

Remarks:

* Reporting Person transferred all of his shares to Lago Blue Holdings, LLC in which Reporting Person has investment and voting control.

	/s/ Nello Gonfiantini, III	02/15/2020
	** 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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