Sec Form 4 Filing - Cockroft Roger C. @ Fresh Vine Wine, Inc. - 2023-04-25

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Cockroft Roger C. 2. Issuer Name and Ticker or Trading Symbol Fresh Vine Wine, Inc. [ VINE] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) CHIEF EXECUTIVE OFFICER (Last) (First) (Middle) 11500 WAYZATA BLVD. #1147 3. Date of Earliest Transaction (MM/DD/YY) 04/25/2023 (Street) MINNETONKA, MN55305 4. If Amendment, Date Original Filed (MM/DD/YY) 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 Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 04/25/2023 A 463,917 ( 1 ) A $ 0 468,282 D

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Stock Options $ 1 04/25/2023 A 1,000,000 ( 2 ) 04/25/2028 Common Stock 1,000,000 $ 0 1,000,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Cockroft Roger C. 11500 WAYZATA BLVD. #1147 MINNETONKA, MN55305 CHIEF EXECUTIVE OFFICER Signatures /s/ Roger C. Cockroft 04/26/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents a restricted stock grant with transfer and forfeiture restrictions on the shares that lapse as follows: 115,980 shares on July 25, 2023, 115,979 shares on October 25, 2023, 115,979 shares on January 25, 2024 and 115,979 shares on April 25, 2024. ( 2 )Represents an option grant with options vesting as follows: 250,000 options on April 25, 2024, and, thereafter, in 36 monthly installments as nearly equal in amount as possible (approximately 20,883 options) commencing on the 13th month anniversary of the grant date reported on this Form 4 and continuing on each one month anniversary thereafter.

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).

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