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SC 13G Filing
Remark (MARK) SC 13GRemark Media, Inc.
Filed: 26 Oct 16, 12:00am
Remark Media, Inc. |
(Name of Issuer) |
Common Stock, par value $0.001 per share |
(Title of Class of Securities) |
75954W107 |
(CUSIP Number) |
May 10, 2016 |
(Date of Event Which Requires Filing of this Statement) |
o | Rule 13d-1(b) |
x | Rule 13d-1(c) |
o | Rule 13d-1(d) |
1 | NAME OF REPORTING PERSON Ernest T. Lee | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
3 | SEC USE ONLY | ||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION United States of America | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 1,093,044 | |
6 | SHARED VOTING POWER 888,888 | ||
7 | SOLE DISPOSITIVE POWER 1,093,044 | ||
8 | SHARED DISPOSITIVE POWER 888,888 | ||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,981,932 | ||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | |
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.47% | ||
12 | TYPE OF REPORTING PERSON IN |
1 | NAME OF REPORTING PERSON Urban Casinos | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
3 | SEC USE ONLY | ||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION Nevada | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 888,888 | |
6 | SHARED VOTING POWER - 0 - | ||
7 | SOLE DISPOSITIVE POWER 888,888 | ||
8 | SHARED DISPOSITIVE POWER - 0 - | ||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 888,888 | ||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | |
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.24% | ||
12 | TYPE OF REPORTING PERSON CO |
Item 1(a). | Name of Issuer: |
Remark Media, Inc., a Delaware corporation (the “Issuer”). |
Item 1(b). | Address of Issuer’s Principal Executive Offices: |
3960 Howard Hughes Parkway, Suite 900, Las Vegas, NV 89169 |
Item 2(a). | Name of Person Filing: |
Ernest T. Lee and Urban Casinos. Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as Exhibit 99.1, pursuant to which the Reporting Persons have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended. |
Item 2(b). | Address of Principal Business Office or, if None, Residence: |
The address of the principal office of each of Mr. Lee and Urban Casinos is 3271 South Highland Drive #704, Las Vegas, NV 89109. |
Item 2(c). | Citizenship: |
Mr. Lee is a citizen of the United States of America. Urban Casinos is incorporated in Nevada. |
Item 2(d). | Title of Class of Securities: |
Common Stock, $0.001 par value per share (the “Shares”). |
Item 2(e). | CUSIP Number: |
75954W107 |
Item 3. | If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: |
/ x / | Not applicable. |
(a) | / / | Broker or dealer registered under Section 15 of the Exchange Act. |
(b) | / / | Bank as defined in Section 3(a)(6) of the Exchange Act. |
(c) | / / | Insurance company as defined in Section 3(a)(19) of the Exchange Act. |
(d) | / / | Investment company registered under Section 8 of the Investment Company Act. |
(e) | / / | An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E). |
(f) | / / | An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F). |
(g) | / / | A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G). |
(h) | / / | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act. |
(i) | / / | A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act. |
(j) | / / | Non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J). |
(k) | / / | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____ |
Item 4. | Ownership. |
(a) | Amount beneficially owned: |
(i) | Mr. Lee beneficially owned 1,981,932 Shares, consisting of (i) 1,093,044 Shares held by Mr. Lee and (ii) 888,888 Shares held by Urban Casinos. Mr. Lee, as the President of Urban Casinos, may be deemed to beneficially own the Shares held by Urban Casinos. |
(ii) | Urban Casinos beneficially owned 888,888 Shares. |
(b) | Percent of class: |
(c) | Number of shares as to which each Reporting Person has: |
Item 5. | Ownership of Five Percent or Less of a Class. |
Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Item 7. | Identification and Classification of the Subsidiary That Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
Item 8. | Identification and Classification of Members of the Group. |
Item 9. | Notice of Dissolution of Group. |
Item 10. | Certifications. |
/s/ Ernest T. Lee |
ERNEST T. LEE |
URBAN CASINOS | ||
By: | /s/ Ernest T. Lee | |
Name: | Ernest T. Lee | |
Title: | President |