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Form 4 Gaucho Group Holdings, For: Mar 28 Filed by: MATHIS SCOTT L

June 24, 2022 8:56 PM EDT

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FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
MATHIS SCOTT L

(Last) (First) (Middle)
1445 16TH STREET, SUITE 403

(Street)
MIAMI BEACH, FL 33139

(City) (State) (Zip)
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 10% Owner
X Officer (give title below) Other (specify below)
President, CEO, Chair. & Dir.
3. Date of Earliest Transaction (Month/Day/Year)
03/28/2022
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 (1) 03/28/2022   A   3,710 A $ 2.02 27,481 D  
Common Stock (2) 06/24/2022   A   1,805,980 A $ 0.625 1,833,461 D  
Common Stock               22,867 I See Footnote (3)
Common Stock               1,283,423 I See Footnote (4)
Common Stock               251,829 I See Footnote (5)
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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (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: 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
Restricted Stock Unit $ 0.625 06/24/2022   A   257,997     (6) 12/18/2023 Common Stock 257,997 $ 0.625 257,997 D  
Stock Option $ 5.78               (7) 07/08/2024 Common Stock 147,326   147,326 D  
Stock Option $ 5.78               (8) 01/31/2024 Common Stock 30,000   30,000 D  
Stock Option $ 8.09               (9) 09/20/2023 Common Stock 48,334   48,334 D  
Stock Option $ 11.55               (10) 02/14/2023 Common Stock 66,667   66,667 D  
Stock Option $ 16.5               (11) 12/17/2022 Common Stock 20,000   20,000 D  
Explanation of Responses:
1. Inadvertently omitted. Acquired as a result of the share exchange with the minority stockholders of Gaucho Group, Inc.
2. Acquired in connection with the conversion of outstanding options of Gaucho Group, Inc.
3. Shares held by Mr. Mathis' 401(k) account.
4. Shares issued in connection with land purchase to Hollywood Burger Holdings, Inc., of which Mr. Mathis is President and CEO and a controlling owner.
5. Shares held by The WOW Group, LLC, of which Mr. Mathis is a managing member and of which Mr. Mathis is a controlling member.
6. Restricted stock units issued pursuant to Gaucho's 2018 Equity Incentive Plan; 128,999 shares vest on 9/18/22 with the remainder vesting on 12/18/22.
7. Stock options granted pursuant to 2018 Equity Incentive Plan; options to acquire 36,832 shares vest on 7/8/20; thereafter options to acquire 9,208 shares vest every three months in equal installments.
8. Stock options granted pursuant to 2018 Equity Incentive Plan; options to acquire 7,500 shares vest on 1/31/20; thereafter options to acquire 1,875 shares vest every three months in equal installments.
9. Stock options granted pursuant to 2018 Equity Incentive Plan; options to acquire 12,084 shares vest on 9/20/19; thereafter options to acquire 3,021 shares vest every three months in equal installments with the last installment of 3,020 vesting on 9/20/22.
10. Stock options granted pursuant to 2016 Equity Incentive Plan; options to acquire 16,667 shares vest on 2/14/19; thereafter options to acquire 4,167 shares vest every three months.
11. Stock options granted pursuant to 2016 Equity Incentive Plan; options to acquire 5,000 shares vest on 12/17/18; thereafter options to acquire 1,250 shares vest every three months.
/s/ Scott L. Mathis 06/24/2022
** Signature of Reporting Person Date
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.
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 Number.


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