Statement of Changes in Beneficial Ownership (4)
August 13 2019 - 5:27PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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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1. Name and Address of Reporting Person
*
MATHIS SCOTT L
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2. Issuer Name
and
Ticker or Trading Symbol
Gaucho Group Holdings, Inc.
[
VINO
]
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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.
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(Last)
(First)
(Middle)
135 FIFTH AVENUE, FLOOR 10
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3. Date of Earliest Transaction
(MM/DD/YYYY)
7/23/2019
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(Street)
NEW YORK, NY 10010
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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558362
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D
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Common Stock
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204803
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I
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See Footnote
(1)
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Series B Preferred Stock
(2)
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2100
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I
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See Footnote
(1)
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Common Stock
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3777425
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I
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See Footnote
(3)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Warrant
(4)
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$2.30
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7/23/2019
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D
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31
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9/30/2014
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9/30/2019
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Common Stock
(5)
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31
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$0
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0
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D
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Warrant
(4)
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$2.30
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7/23/2019
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D
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40364
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12/30/2014
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12/30/2019
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Common Stock
(5)
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40364
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$0
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0
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D
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Warrant
(4)
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$2.00
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7/23/2019
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D
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10800
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12/30/2014
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12/30/2019
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Common Stock
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10800
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$0
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0
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D
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Warrant
(4)
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$2.00
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7/23/2019
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D
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24600
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3/31/2015
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3/31/2020
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Common Stock
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24600
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$0
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0
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D
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Warrant
(4)
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$2.00
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7/23/2019
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D
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43589
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6/30/2015
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6/30/2020
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Common Stock
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43589
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$0
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0
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D
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Warrant
(4)
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$2.00
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7/23/2019
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D
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28481
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9/30/2015
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9/30/2020
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Common Stock
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28481
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$0
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0
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D
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Warrant
(4)
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$2.00
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7/23/2019
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D
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3518
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12/31/2015
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12/31/2020
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Common Stock
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3518
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$0
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0
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D
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Stock Option
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$0.385
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(6)
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7/8/2024
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Common Stock
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2209890
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2209890
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D
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Stock Option
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$0.385
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(7)
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1/31/2024
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Common Stock
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450000
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450000
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D
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Stock Option
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$0.539
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(8)
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9/20/2023
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Common Stock
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725000
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725000
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D
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Stock Option
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$0.77
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(9)
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2/14/2023
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Common Stock
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1000000
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1000000
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D
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Stock Option
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$1.10
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(10)
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12/17/2022
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Common Stock
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300000
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300000
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D
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Explanation of Responses:
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(1)
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Shares held by Mr. Mathis' 401(k) account.
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(2)
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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.
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(3)
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Shares held by The WOW Group, LLC, of which Mr. Mathis is a managing member and of which Mr. Mathis is a controlling member.
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(4)
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Warrants canceled with no consideration received.
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(5)
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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.
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(6)
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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.
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(7)
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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.
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(8)
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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.
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(9)
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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.
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(10)
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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.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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MATHIS SCOTT L
135 FIFTH AVENUE, FLOOR 10
NEW YORK, NY 10010
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X
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X
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President, CEO, Chair. & Dir.
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Signatures
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/s/ Scott L. Mathis
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8/13/2019
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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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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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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