FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
  MATHIS SCOTT L
2. Date of Event Requiring Statement (Month/Day/Year)
07/14/2014
3. Issuer Name and Ticker or Trading Symbol
Algodon Wines & Luxury Development Group, Inc. [VINO]
(Last)
(First)
(Middle)
135 FIFTH AVENUE, FLOOR 10
4. 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, Chairman
5. If Amendment, Date Original Filed(Month/Day/Year)
08/20/2014
(Street)

NEW YORK, NY 10010
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 Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 4,713,807
I
See Footnote (1)
Common Stock 73,467
I
See Footnote (2)
Common Stock 336,545
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options   (4) 02/22/2015 Common Stock 47,132 $ 2.63 D  
Stock Options   (5) 04/15/2015 Common Stock 1,713 $ 8.03 D  
Stock Options   (6) 04/15/2016 Common Stock 25,000 $ 3.85 D  
Stock Options   (7) 04/15/2017 Common Stock 25,000 $ 3.85 D  
Stock Options   (8) 04/15/2018 Common Stock 25,000 $ 2.48 D  
Stock Options   (9) 07/06/2016 Common Stock 422,500 $ 3.85 D  
Stock Options   (10) 06/30/2018 Common Stock 1,000,000 $ 2.48 D  
Warrant   (11) 09/30/2014 Common Stock 35,422 $ 3.7 D  
Warrant   (11) 04/03/2015 Common Stock 6,576 $ 1.59 D  
Warrant   (11) 07/27/2015 Common Stock 22,237 $ 1.59 D  
Warrant   (11) 12/31/2017 Series A Preferred Stock (3) 18,939 $ 2.3 D  
Warrant   (11) 10/31/2017 Series A Preferred Stock (3) 85,518 $ 2.3 D  
Warrant   (11) 03/31/2018 Series A Preferred Stock (3) 22,878 $ 2.3 D  
Warrant   (11) 06/30/2018 Series A Preferred Stock (3) 2,460 $ 2.3 D  
Warrant   (11) 09/30/2018 Series A Preferred Stock (3) 27,561 $ 2.3 D  
Warrant   (11) 12/31/2018 Series A Preferred Stock (3) 36,031 $ 2.3 D  
Warrant   (11) 03/31/2019 Series A Preferred Stock (3) 59,053 $ 2.3 D  
Warrant   (11) 06/30/2019 Series A Preferred Stock (3) 58,834 $ 2.3 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
MATHIS SCOTT L
135 FIFTH AVENUE
FLOOR 10
NEW YORK, NY 10010
  X   X   President, CEO, Chairman  

Signatures

/s/ Victoria B. Bantz as power of attorney for Scott L. Mathis 12/02/2014
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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).
(1) Shares held by The WOW Group, LLC, of which Mr. Mathis is a managing member and of which Mr. Mathis is a controlling member.
(2) Shares held by Mr. Mathis' 401(k) account.
(3) Upon effectiveness of the Form 10 filed by AWLD on May 14, 2014, all Series A Preferred Stock will convert to Common Stock on a 1:1 basis.
(4) Options granted pursuant to AWLD's 2008 Equity Incentive Plan on February 22, 2010. All options fully vested as of February 22, 2013.
(5) Options granted pursuant to AWLD's 2008 Equity Incentive Plan on April 15, 2010. All options fully vested as of April 15, 2011.
(6) Options granted pursuant to AWLD's 2008 Equity Incentive Plan on April 15, 2011. All options fully vested as of April 15, 2012.
(7) Options granted pursuant to AWLD's 2008 Equity Incentive Plan on April 15, 2012. All options fully vested as of April 15, 2013.
(8) Options granted pursuant to AWLD's 2008 Equity Incentive Plan on April 15, 2013. All options fully vested as of April 15, 2014.
(9) Options granted pursuant to AWLD's 2008 Equity Incentive Plan on July 6, 2011. Options to acquire 105,625 shares vested on July 6, 2012, thereafter options to acquire 26,409 shares vest every three months.
(10) Options granted pursuant to AWLD's 2008 Equity Incentive Plan on June 30, 2013. All options immediately vested as of June 30, 2013.
(11) All warrants currently exercisable.
 
Remarks:
The Form 3 filed on 08/21/2014 for Mr. Mathis incorrectly included 231,545 shares of Series A Preferred Stock.  The correct amount of Series A Preferred Stock owned by Mr. Mathis is 0.

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