Sec Form 4 Filing - MATHIS SCOTT L @ Gaucho Group Holdings, Inc. - 2019-07-23

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
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
Gaucho Group Holdings, 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, Chair. & Dir.
(Last)
(First)
(Middle)
135 FIFTH AVENUE, FLOOR 10
3. Date of Earliest Transaction (MM/DD/YY)
07/23/2019
(Street)
NEW YORK, NY10010
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 558,362 D
Common Stock 204,803 I See Footnote ( 1 )
Series B Preferred Stock ( 2 ) 2,100 I See Footnote ( 1 )
Common Stock 3,777,425 I See Footnote ( 3 )
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
Warrant ( 4 ) $ 2.3 07/23/2019 D 31 09/30/2014 09/30/2019 Common Stock ( 5 ) 31 $ 0 0 D
Warrant ( 4 ) $ 2.3 07/23/2019 D 40,364 12/30/2014 12/30/2019 Common Stock ( 5 ) 40,364 $ 0 0 D
Warrant ( 4 ) $ 2 07/23/2019 D 10,800 12/30/2014 12/30/2019 Common Stock 10,800 $ 0 0 D
Warrant ( 4 ) $ 2 07/23/2019 D 24,600 03/31/2015 03/31/2020 Common Stock 24,600 $ 0 0 D
Warrant ( 4 ) $ 2 07/23/2019 D 43,589 06/30/2015 06/30/2020 Common Stock 43,589 $ 0 0 D
Warrant ( 4 ) $ 2 07/23/2019 D 28,481 09/30/2015 09/30/2020 Common Stock 28,481 $ 0 0 D
Warrant ( 4 ) $ 2 07/23/2019 D 3,518 12/31/2015 12/31/2020 Common Stock 3,518 $ 0 0 D
Stock Option $ 0.385 ( 6 ) 07/08/2024 Common Stock 2,209,890 2,209,890 D
Stock Option $ 0.385 ( 7 ) 01/31/2024 Common Stock 450,000 450,000 D
Stock Option $ 0.539 ( 8 ) 09/20/2023 Common Stock 725,000 725,000 D
Stock Option $ 0.77 ( 9 ) 02/14/2023 Common Stock 1,000,000 1,000,000 D
Stock Option $ 1.1 ( 10 ) 12/17/2022 Common Stock 300,000 300,000 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, Chair. & Dir.
Signatures
/s/ Scott L. Mathis 08/13/2019
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )Shares held by Mr. Mathis' 401(k) account.
( 2 )Series B Preferred Shares are automatically convertible to Common Shares at a ratio of 1 Preferred Share to 10 Common Shares upon uplisting to national stock exchange or prior thereto at holder's option.
( 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 )Warrants canceled with no consideration received.
( 5 )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 GGH's Form 10 filed with the SEC on May 14, 2014.
( 6 )Stock options granted pursuant to 2018 Equity Incentive Plan; options to acquire 552,472 shares vest on 7/8/20; options to acquire 138,120 shares vest on 10/8/20; thereafter options to acquire 138,118 shares vest every three months in equal installments.
( 7 )Stock options granted pursuant to 2018 Equity Incentive Plan; options to acquire 112,500 shares vest on 1/31/20; thereafter options to acquire 28,125 shares vest every three months in equal installments.
( 8 )Stock options granted pursuant to 2018 Equity Incentive Plan; options to acquire 181,250 shares vest on 9/20/19; thereafter options to acquire 45,313 shares vest every three months in equal installments with the last installment of 45,307 vesting on 9/20/22.
( 9 )Stock options granted pursuant to 2016 Equity Incentive Plan; options to acquire 250,000 shares vest on 2/14/19; thereafter options to acquire 62,500 shares vest every three months.
( 10 )Stock options granted pursuant to 2016 Equity Incentive Plan; options to acquire 75,000 shares vest on 12/17/18; thereafter options to acquire 18,750 shares vest every three 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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