Sec Form 4/A Filing - MATHIS SCOTT L @ Algodon Wines & Luxury Development Group, Inc. - 2014-09-08

Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security.

Form 4: Statement of changes in beneficial ownership, filed before the end of the 2nd business day following the day on which a transaction resulting in a change in beneficial ownership.

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FORM 4/A
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 *
MATHIS SCOTT L
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 & Director
(Last)
(First)
(Middle)
135 FIFTH AVENUE, FLOOR 10
3. Date of Earliest Transaction (MM/DD/YY)
09/08/2014
(Street)
NEW YORK, NY10010
4. If Amendment, Date Original Filed (MM/DD/YY)
04/03/2015
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 09/08/2014 P 10,000 A $ 2 83,467 I See footnote ( 1 )
Common Stock 11/24/2014 P 3,500 A $ 2 86,967 I See footnote ( 1 )
Common Stock 03/08/2015 P 4,000 A $ 2 90,967 I See footnote ( 1 )
Common Stock 4,713,807 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 (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 ( 3 ) ( 4 ) $ 2.63 02/22/2015 J( 5 ) 47,132 02/22/2013 02/22/2015 Common Stock 47,132 $ 0 2,533,919 D
Stock Option ( 3 ) $ 2.48 08/27/2015 08/27/2019 Common Stock 150,000 2,533,919 D
Stock Option ( 3 ) $ 2.48 ( 6 ) 08/27/2019 Common Stock 500,000 2,533,919 D
Stock Option ( 3 ) $ 8.03 04/15/2011 04/15/2015 Common Stock 1,713 2,533,919 D
Stock Option ( 3 ) $ 3.85 04/15/2012 04/15/2016 Common Stock 25,000 2,533,919 D
Stock Option ( 3 ) $ 3.85 04/15/2013 04/15/2017 Common Stock 25,000 2,533,919 D
Stock Option ( 3 ) $ 2.48 04/15/2014 04/15/2018 Common Stock 25,000 2,533,919 D
Stock Option ( 3 ) $ 3.85 ( 7 ) 07/06/2016 Common Stock 422,500 2,533,919 D
Stock Option ( 3 ) $ 2.48 06/30/2013 06/30/2018 Common Stock 1,000,000 2,533,919 D
Warrant ( 4 ) $ 1.59 04/03/2015 J( 8 ) 6,576 04/03/2010 04/03/2015 Common Stock 6,576 $ 0 2,533,919 D
Warrant ( 4 ) $ 2.3 09/30/2014 A 31 09/30/2014 09/30/2019 Common Stock ( 9 ) 31 $ 0 2,533,919 D
Warrant ( 4 ) $ 2.3 12/31/2014 A 40,364 12/30/2014 12/30/2019 Common Stock ( 9 ) 40,364 $ 0 2,533,919 D
Warrant ( 4 ) $ 2 12/31/2014 A 10,800 12/30/2014 12/30/2019 Common Stock 10,800 $ 0 2,533,919 D
Warrant $ 1.59 07/27/2010 07/27/2015 Common Stock 22,237 2,533,919 D
Warrant $ 2.3 12/31/2012 12/31/2017 Common Stock ( 9 ) 18,939 2,533,919 D
Warrant $ 2.3 10/31/2012 10/31/2017 Common Stock ( 9 ) 85,518 2,533,919 D
Warrant $ 2.3 03/31/2013 03/31/2018 Common Stock ( 9 ) 22,878 2,533,919 D
Warrant $ 2.3 06/30/2013 06/30/2018 Common Stock ( 9 ) 2,460 2,533,919 D
Warrant $ 2.3 09/30/2013 09/30/2018 Common Stock ( 9 ) 27,561 2,533,919 D
Warrant $ 2.3 12/31/2013 12/31/2018 Common Stock ( 9 ) 36,031 2,533,919 D
Warrant $ 2.3 03/31/2014 03/31/2019 Common Stock ( 9 ) 59,053 2,533,919 D
Warrant $ 2.3 06/30/2014 06/30/2019 Common Stock ( 9 ) 58,834 2,533,919 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
MATHIS SCOTT L
135 FIFTH AVENUE, FLOOR 10
NEW YORK, NY10010
X X President, CEO & Director
Signatures
/s/ Scott L. Mathis 04/25/2017
** Signature of Reporting Person Date
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 )This Form 4 is amended to include three warrants issued to Mr. Mathis and the expiration of an option and a warrant that were inadvertently omitted from the original Form 4 as filed and corrects the total amount of beneficially owned derivative securities.
( 5 )Expiration of options with no value received.
( 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 105,625 vested on July 6, 2012; thereafter options to acquire 26,409 shares vest every three months.
( 8 )Expiration of warrants with no value received.
( 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.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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