Sec Form 4 Filing - Ciavarella Michael @ Newgioco Group, Inc. - 2019-07-05

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Ciavarella Michael 2. Issuer Name and Ticker or Trading Symbol Newgioco Group, Inc. [ NWGI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) C/O NEWGIOCO GROUP, INC.,, 130 ADELAIDE STREET WEST SUITE 701 3. Date of Earliest Transaction (MM/DD/YY) 07/05/2019 (Street) TORONTO, A6M5H2K4 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 07/05/2019( 1 ) ( 1 ) J 0 ( 1 ) A 32,254,765 I Gold Street Capital Corp

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 $ 0.37 07/05/2019 A 315,000 ( 2 ) 07/05/2019 07/05/2029 Common Stock 315,000 $ 0 315,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Ciavarella Michael C/O NEWGIOCO GROUP, INC., 130 ADELAIDE STREET WEST SUITE 701 TORONTO, A6M5H2K4 X X Chief Executive Officer Signatures /s/ Michele Ciavarella 07/17/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These shares of common stock are owned by Michele Ciavarella's wife, Gilda Ciavarella, through her company, Gold Street Capital Corp. and were acquired during 2015 and 2016. Mr. Ciavarella no longer disclaims beneficial ownership of these shares. ( 2 )These options vest 78,750 upon grant and 26,250 options vest monthly for each of the next nine months.

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).

** 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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