Statement of Ownership (sc 13g)
14 February 2018 - 9:37AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. )*
Algodon
Wines & Luxury Development Group, Inc.
(Name
of Issuer)
Common
Stock, $0.01 par value per share
(Title
of Class Securities)
01660J107
(CUSIP
NUMBER)
(Date
of Event Which Requires Filing of This Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
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[ ]
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Rule
13d-1(b)
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[ ]
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Rule
13d-1(c)
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[X]
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Rule
13d-1(d)
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*
The
remainder of this cover page shall be filled out for reporting person’s initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided
in a prior cover page.
The
information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section
18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP
NO.
01660J107
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1.
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Names
of Reporting Persons.
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I.R.S.
Identification Nos. of above persons (entities only).
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The
WOW GROUP, 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)
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(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 Delaware, United States
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Number
of
Shares Bene-
ficially by
Owned
by Each
Reporting
Person With:
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5.
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Sole
Voting Power 4,660,656
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6.
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Shared
Voting Power 0
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7.
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Sole
Dispositive Power 4,660,656
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8.
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Shared
Dispositive Power 0
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9.
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Aggregate
Amount Beneficially Owned by Each Reporting Person 4,660,656
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10
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Check
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) 9.0%
1
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12
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Type
of Reporting Person (See Instructions) PN
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Item
1
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(a)
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Name
of Issuer:
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Algodon
Wines & Luxury Development Group, Inc.
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(b)
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Address
of Issuer’s Principal Executive Offices:
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135
Fifth Avenue, 10th Floor
New
York, NY 10010
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Item
2
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(a)
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Name
of Person Filing:
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The
WOW Group, LLC
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(b)
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Address
of Principal Business Office:
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135
Fifth Avenue, 10th Floor
New
York, NY 10010
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(c)
Citizenship:
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The
WOW Group, LLC is a Delaware limited liability company
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(d)
Title of Class of Securities:
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Common
Stock, $0.01 par value per share
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(e)
CUSIP Number:
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01660J107
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Item
3.
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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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[ ] Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o).
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(b)
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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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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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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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An investment adviser in accordance with §240.13d- 1(b)(1)(ii)(E);
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(f)
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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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A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
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(h)
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A savings associations 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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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company
Act of 1940 (15 U.S.C. 80a-3);
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(j)
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Group, in accordance with §240.13d-1(b)(1)(ii)(J).
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Not
applicable.
Provide
the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in
Item 1.
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(a)
Amount beneficially owned
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4,660,656
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(b)
Percent of class:
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9.0%
1
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(c)
Number of shares as to which the person has:
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(i)
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Sole
power to vote or to direct the vote
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4,660,656
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(ii)
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Shared
power to vote or to direct the vote
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0
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(iii)
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Sole
power to dispose or to direct the disposition of
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4,660,656
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(iv)
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Shared
power to dispose or to direct the disposition of
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0
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Item
5.
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Ownership
of Five Percent or Less of a Class.
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Not
Applicable
Item
6.
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Ownership
of More than Five Percent on Behalf of Another Person.
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Not
Applicable
Item
7.
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Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control
Person.
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Not
Applicable
Item
8.
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Identification
and Classification of Members of the Group.
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Not
Applicable
Item
9.
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Notice
of Dissolution of Group.
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Not
Applicable
By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
1
This percentage is calculated with the Series B Preferred Convertible Stock on an as converted basis.
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.
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Date:
February 13, 2018
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By:
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/s/Scott
L. Mathis
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The
WOW Group, LLC
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Scott L. Mathis,
Manager
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