SEC Form 5
FORM 5 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL 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 |
| |||||||||||||||
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Form 3 Holdings Reported. | ||||||||||||||||
Form 4 Transactions Reported. |
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol DIEGO PELLICER WORLDWIDE, INC [ DPWW ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| ||||||||||||||||||||||||
3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year) 12/31/2019 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
|
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 at end of Issuer's Fiscal Year (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||||||
Amount | (A) or (D) | Price | |||||||||||||
COMMON STOCK ("Shares") | 06/03/2016 | P | 5,000 | A | $6 | 5,000 | D | ||||||||
COMMON STOCK ("Shares")(1) | 05/19/2017 | A(4) | 56,240 | A | (7) | 61,240 | D | ||||||||
COMMON STOCK ("Shares")(2) | 10/19/2018 | A(4) | 1,363,124 | A | (7) | 1,424,364 | D | ||||||||
COMMON STOCK ("Shares")(3) | 04/02/2019 | A(4) | 1,193,958 | A | (7) | 2,618,322 | D | ||||||||
COMMON STOCK ("Shares")(4) | 05/30/2019 | G(4) | 500,000 | A | (7) | 2,118,322 | D | ||||||||
COMMON STOCK ("Shares")(5) | 12/31/2019 | A(4) | 8,333,097 | A | (7) | 10,451,419 | I | * |
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) | |||
(A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | |||||||||
Stock Options(6) | $0.3 | 07/07/2017 | 07/17/2017 | A | 1,000,000 | 05/12/2016 | 05/12/2020 | Common Shares | 1,000,000 | $0.3 | 0 | D | ||
Stock Options(6) | $0.25 | 08/01/2017 | 07/17/2017 | A | 1,224,795 | 08/01/2017 | 02/01/2027 | Common Shares | 1,224,795 | $0.25 | 0 | D | ||
Stock Options(6) | $0.25 | 02/01/2018 | 07/17/2017 | A | 1,224,795 | 02/01/2018 | 02/01/2027 | Common Shares | 1,224,795 | $0.25 | 0 | D | ||
Stock Options(6) | $0.25 | 3 | 05/12/2016 | 02/01/2027 | Common Shares | 172,480 | 0 | D |
Explanation of Responses: |
1. Reporting Person received these shares as a grant pursuant his Employment Agreement; |
2. Reporting Person received these shares as a grant pursuant his Employment Agreement; |
3. Reporting Person received these shares as a grant pursuant his Employment Agreement; |
4. Reporting Person gifted 500,000 shares to various individuals; |
5. Reporting Person received these shares as a grant pursuant his Employment Agreement; |
6. As reported on his Form 3 filed on July 7, 2017, Reporting Person received an aggregate 3, 449,590 non-qualified stock options: 1,000,000, exercisable at $.30 per share over the term cited above, 1,224,795 of which were exercisable over a 10-year term, commencing on 8/1/2017, at $.25 per share, and 1224,795 of which were exercisable over a 10-year term, commencing 2/1/2018, at $.25 per share, pursuant to his Employment Agreement; all 3,449,590 stock options were reduced to 172,480 stock options as a result of a 20 for 1 reverse stock split. Following the 20 for 1 reverse stock split, Reporting Person cancelled and returned all of these stock options to the Issuer; |
7. N/A |
Remarks: |
* Reporting Person transferred all of his shares to Lago Blue Holdings, LLC in which Reporting Person has investment and voting control. |
/s/ Nello Gonfiantini, III | 02/15/2020 | |
** 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. |