CUSIP
No. 35804X 101
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13G
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Page
2
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1
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NAME
OF REPORTING PERSONS
Nechio
& Novak, LLC
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
☐
(b)
☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP
OR PLACE OF ORGANIZATION
U.S.A.
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE
VOTING POWER
5,317,653
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6
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SHARED
VOTING POWER
0
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7
|
SOLE
DISPOSITIVE POWER
5,317,653
|
8
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SHARED
DISPOSITIVE POWER
0
|
9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,317,653
|
10
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
☐
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11
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
43.6%
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12
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TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
(Limited liability company)
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CUSIP
No. 35804X 101
|
13G
|
Page
3
|
1
|
NAME
OF REPORTING PERSONS
Damian
Novak
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a)
☐
(b)
☐
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
U.S.A.
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
30,200
|
6
|
SHARED
VOTING POWER
5,317,653
|
7
|
SOLE
DISPOSITIVE POWER
30,200
|
8
|
SHARED
DISPOSITIVE POWER
5,317,653
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,347,853
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
☐
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
43.8%
|
12
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TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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CUSIP
No. 35804X 101
|
13G
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Page
4
|
1
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NAME
OF REPORTING PERSONS
Rick Nechio
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a)
☐
(b)
☐
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
U.S.A.
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
0
|
6
|
SHARED
VOTING POWER
5,317,653
|
7
|
SOLE
DISPOSITIVE POWER
0
|
8
|
SHARED
DISPOSITIVE POWER
5,317,653
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,317,653
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
☐
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
43.6%
|
12
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
CUSIP
No. 35804X 101
|
13G
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Page
5
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Item
1(a). Name of Issuer:
Fresh
Vine Wine, Inc.
Item
1(b). Address of Issuer's Principal Executive Offices:
505
Highway 169 North, Suite 255, Plymouth, MN 55441
Item
2(a). Name of Person Filing:
This
Schedule 13D is being filed jointly by:
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●
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Nechio
& Novak, LLC, a Texas limited liability company (“Nechio & Novak”)
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●
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Damian
Novak, individually and as Manager of Nechio & Novak; and
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●
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Rick
Nechio, as Manager of Nechio & Novak
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Item
2(b). Address of Principal Business Office, or if none, Residence:
The
principal office and place of business for Nechio & Novak is 10440 N. Central Expressway, Suite 1400, Dallas, TX 75231. The principal
place of business for Rick Nechio and Damian Novak is 505 Highway 169 North, Suite 255, Plymouth, MN 55441
Item
2(c). Citizenship:
Nechio
& Novak is a Texas limited liability company. Each of Messrs. Novak and Nechio is a United States citizen.
Item
2(d). Title of Class of Securities:
Common
Stock, $0.001 par value
Item
2(e). CUSIP Number:
35804X
101
Item
3. If This Statement is Filed Pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:
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(a)
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☐
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Broker
or dealer registered under Section 15 of the Act (15 U.S.C. 78o);
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(b)
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☐
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Bank
as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);
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(c)
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☐
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Insurance
company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);
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(d)
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☐
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Investment
company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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(e)
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☐
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An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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(f)
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☐
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An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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(g)
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☐
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A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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CUSIP
No. 35804X 101
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13G
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Page
6
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(h)
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☐
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A
savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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☐
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A
church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15
U.S.C. 80a-3);
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(j)
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☐
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A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);
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(k)
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☐
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Group,
in accordance with § 240.13d-1(b)(1)(ii)(K).
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If
filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: __________________.
Item
4. Ownership.
Provide
the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
(a)
and (b) Amount beneficially owned and percent of class:
Nechio & Novak, LLC
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5,317,653 shares
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43.6
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%
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Damian Novak
|
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5,347,853
shares
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43.8
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%
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Rick Nechio
|
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5,317,653
shares
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43.6
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%
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(All
percentages are based upon 12,200,013 shares outstanding following the closing of the Company’s initial public offering on December
17, 2021, as reported in the final prospectus dated December 13, 2021 included within the Issuer’s registration statement on Form
S-1 (SEC File No. 333-261037, initially filed on November 12, 2021, as amended.)
Each
of Messrs. Nechio and Novak serves as a Manager of Nechio & Novak, LLC. Mr. Nechio is the owner of Nechio Network LLC, which is a
member of Nechio and Novak, LLC. Mr. Novak is the owner of FELCS LLC, which is a member of Nechio and Novak, LLC. Mr. Novak is Executive
Chairman and a director of the Issuer. Mr. Nechio is President and a director of the Issuer.
(c)
Number of shares as to which such person has sole and shared voting and dispositive power:
Nechio
& Novak, LLC beneficially owns 5,317,653 shares of outstanding Common Stock of the Issuer, and has sole voting and dispositive power
over such shares.
Damian
Novak beneficially owns 30,200 shares of outstanding Common Stock of the Issuer held in his individual capacity, and has sole voting
and dispositive power over such shares. Mr. Novak may be deemed to beneficially own 5,317,653 shares of outstanding Common Stock of the
Issuer owned by Nechio & Novak, LLC.
Rick
Nechio may be deemed to beneficially own 5,317,653 shares of outstanding Common Stock of the Issuer owned by Nechio & Novak, LLC.
Messrs.
Nechio and Novak share voting and dispositive power over the 5,317,653 shares Common Stock beneficially owned by Nechio & Novak,
LLC by virtue of each entity’s and person’s relationship to the other(s) as described in this Item 4.
CUSIP No. 35804X 101
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13G
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Page 7
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Item
5. Ownership of Five Percent or Less of a Class.
If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to the beneficial owner
of more than 5 percent of the class of securities, check the following:
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☐
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Item
6. Ownership of More Than Five Percent on Behalf of Another Person.
N/A
Item
7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by
the Parent Holding Company or Control Person.
N/A
Item
8. Identification and Classification of Members of the Group.
N/A
Item
9. Notice of Dissolution of Group.
N/A
Item
10. Certifications.
(a)
Not applicable
(b)
Not applicable
(c)
Not applicable
CUSIP No. 35804X 101
|
13G
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Page 8
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SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
Dated:
February 10, 2022
NECHIO & NOVAK, LLC.
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By:
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/s/ Damian
Novak
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Damian Novak, Manager
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/s/ Rick Nechio
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Rick Nechio, Individually
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/s/ Damian
Novak
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Damian Novak, Individually
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CUSIP No. 35804X 101
|
13G
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Page 9
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Exhibit A
Agreement Regarding
the Joint Filing of Schedule 13G
The undersigned hereby agree as follows:
(i) Each of them is individually
eligible to use the Schedule 13G to which this Exhibit is attached, and such Schedule 13G is filed on behalf of each of them; and
(ii) Each of them is
responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information
concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning
the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
Dated: February 10, 2022
NECHIO & NOVAK, LLC
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By:
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/s/ Damian Novak
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Damian Novak, Manager
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/s/ Rick Nechio
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Rick Nechio, Individually
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/s/ Damian Novak
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Damian Novak, Individually
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