Form SC 13G/A - Statement of Beneficial Ownership by Certain Investors: [Amend]
27 Juli 2024 - 12:31AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
(Amendment
No. 1)*
Under
the Securities Exchange Act of 1934
Fresh
Vine Wine, Inc.
(Name
of Issuer)
Common
(Title
of Class of Securities)
35804X101
(CUSIP
Number)
July 3, 2024
(Date
of Event which Requires Filing of this Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐
Rule 13d-1(b)
☒
Rule 13d-1(c)
☐
Rule 13d-1(d)
*
The remainder of this cover page shall be filled out for a 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 Instructions).
CUSIP
No.: 35804x101
1 |
NAME
OF REPORTING PERSON
Stephen
Edgar Apolant
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
|
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
(b)
☐ |
3 |
SEC
USE ONLY
|
4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
5 |
SOLE
VOTING POWER
798,811
* |
6 |
SHARED
VOTING POWER
0 |
7 |
SOLE
DISPOSITIVE POWER
798,811
* |
8 |
SHARED
DISPOSITIVE POWER
0 |
9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
798,811* |
10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ |
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.99%* |
12 |
TYPE
OF REPORTING PERSON
00 |
CUSIP
No.: 35804X101
ITEM
1(a). |
NAME
OF ISSUER:
Fresh
Vine Wine, Inc. |
|
|
ITEM
1(b). |
ADDRESS
OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:
11500
Wayzata Blvd. #1147
Minnetonka,
MN 55305 |
|
|
ITEM
2(a). |
NAME
OF PERSON FILING:
Stephen
Edgar Apolant |
|
|
ITEM
2(b). |
ADDRESS
OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
98
Cuttermill Road
Suite
441 S
Great
Neck, NY 11021 |
|
|
ITEM
2(c). |
CITIZENSHIP:
United States |
|
|
ITEM
2(d). |
TITLE
OF CLASS OF SECURITIES:
Common
Stock |
|
|
ITEM
2(e). |
CUSIP
NUMBER:
35804x101 |
|
|
ITEM
3. |
IF
THIS STATEMENT IS FILED PURSUANT TO SECTION 240.13d-1(b), or 13d-2(b) or (c) CHECK WHETHER THE PERSON FILING IS A: |
|
(a) |
☐ |
Broker
or dealer registered under Section 15 of the Act (15 U.S.C. 78c); |
|
|
|
|
|
(b)
|
☐ |
Bank
as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c); |
|
|
|
|
|
(c)
|
☐ |
Insurance
company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c); |
|
|
|
|
|
(d)
|
☐ |
Investment
company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8); |
|
|
|
|
|
(e)
|
☐ |
An
investment adviser in accordance with 240.13d-1(b)(1)(ii)(E); |
|
|
|
|
|
(f)
|
☐ |
An
employee benefit plan or endowment fund in accordance with 240.13d-1(b)(1)(ii)(F); |
|
|
|
|
|
(g) |
☐ |
A
parent holding company or control person in accordance with 240.13d-1(b)(1)(ii)(G); |
|
|
|
|
|
(h)
|
☐ |
A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
|
|
|
|
|
(i)
|
☐ |
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); |
|
|
|
|
|
(j)
|
☐ |
A
non-U.S. institution in accordance with 240.13d-1(b)(1)(ii)(J); |
|
|
|
|
|
(k)
|
☐ |
Group,
in accordance with 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance
with 240.13d1(b)(1)(ii)(J), please specify the type of institution:
|
CUSIP
No.: 35804X101
ITEM
4. |
OWNERSHIP |
|
|
|
(a)
Amount beneficially owned: |
|
|
|
798,811
* |
|
|
|
(b)
Percent of class: |
|
|
|
4.99%* |
|
|
|
(c)
Number of shares as to which the person has: |
|
|
|
(i)
sole power to vote or to direct the vote: |
|
798,811* |
|
|
|
(ii)
shared power to vote or to direct the vote: |
|
0 |
|
|
|
(iii)
sole power to dispose or direct the disposition of: |
|
798,811
* |
|
|
|
(iv)
shared power to dispose or to direct the disposition of: |
|
0 |
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 be the beneficial
owner of more than five percent of the class of securities, check the following ☒. |
|
|
ITEM
6. |
OWNERSHIP
OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON: |
|
|
ITEM
7. |
IDENTIFICATION
AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY: |
|
|
ITEM
8. |
IDENTIFICATION
AND CLASSIFICATION OF MEMBERS OF THE GROUP: |
|
|
ITEM
9. |
NOTICE
OF DISSOLUTION OF GROUP: |
|
|
ITEM
10. |
CERTIFICATION:
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. |
CUSIP
No.: 35804x101
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.
July 26, 2024 |
Stephen Edgar Apolant |
|
|
|
By: |
/s/ Stephen
Edgar Apolant |
Attention
— Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).
*
In determining the percentage of ownership the Reporting Person used the last reported shares of common stock outstanding as of
May 14, 2024, as reported in the Issuer’s Quarterly Report on 10-Q, as filed May14, 2024 - 15,976,227.
Consists
of 125,899 shares of common stock held by NYF Group Inc. and 564,101 shares of common stock held by Equity Markets ADV LLC. Reporting
Person is the sole owner of both entities and exercises sole voting and dispositive control over the shares of common stock held by these
entities.
Includes
108,811 shares of common stock underlying Series A Convertible Preferred Stock held by NYF Group Inc. (the “Series A Preferred”).
Reporting Person holds 5,000 shares of Series A Preferred which may be converted into an aggregate of 1,063,830 shares of common stock,
subject to a 4.99% beneficial ownership limitation and other restrictions and adjustments applicable to Series A Preferred.
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