SEC FORM 4

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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

1. Name and Address of Reporting Person^*

MEDLEY PARRISH

(Last)

(First)

(Middle)

9426 DAYTON WAY

(Street)

BEVERLY HILLS

90210

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
DAVI LUXURY BRAND GROUP, INC. [ MDAV ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President, CEO and interim CFO

3. Date of Earliest Transaction (Month/Day/Year)
03/29/2013

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/24/2013		J⁽¹⁾		720,000	D	⁽¹⁾	950,000	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 (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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (right to buy)	$0.1	03/29/2013		A		400,000		03/29/2013	02/28/2016	Common Stock	400,000	$0	400,000⁽²⁾	D
Stock Option (right to buy)	$0.1	06/24/2013		A		720,000		06/24/2013	09/30/2015	Common Stock	720,000	$0	720,000⁽³⁾	D

Explanation of Responses:

1. Effective as of February 28, 2013, reporting person was issued 720,000 shares in lieu of $72,000 of accrued and unpaid salary. On June 24, 2013, the issuance was mutually rescinded, and reporting person was instead given the right and option to convert the $72,000 of accrued and unpaid salary into shares of common stock, as further described in footnote 3, below.

2. Effective as of February 28, 2013, reporting person was granted a performance option to purchase 1,600,000 shares of common stock. The option vests in four equal installments if, and to the extent, issuer achieves certain milestones related to issuer's trademark products. The performance criteria for the first installment was met, resulting in vesting of the option as to 400,000 shares.

3. On June 24, 2013, issuer gave reporting person the right and option to convert the $72,000 of accrued and unpaid salary described in footnote 1, above, into shares of common stock (at a price of $0.10 per share, which is equal to the closing trading price of issuer's shares on June 24, 2013). Issuer is permitted to repay the accrued salary in cash at any time, subject to prior notice to reporting person of its intention to pay the salary in cash. Reporting person's right to convert the unpaid salary (up to $72,000) into shares of common stock will remain in effect until the unpaid salary is paid in full, which payment must occur by no later than September 30, 2015.

	/s/ Parish Medley	06/27/2013
	** 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).
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