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. |
| 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 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: |
| (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: ____ |
| (a) | Amount beneficially owned: |
As of the close of business on October 26, 2016:
| (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. |
The filing of this Schedule 13G shall not be construed as an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any of the Shares reported herein. Each of the Reporting Persons specifically disclaims beneficial ownership of the Shares reported herein that are not directly owned by such Reporting Person.
The information required by Item 4(b) is set forth in Row (11) of the cover page for each Reporting Person hereto and is incorporated herein by reference.
The percentages set forth in Row (11) of the cover page for each Reporting Person is based upon 20,933,301 Shares, which is the total number of Shares outstanding as reported in the Issuer’s Preliminary Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on October 14, 2016.
| (c) | Number of shares as to which each Reporting Person has: |
The information required by Item 4(c) is set forth in Rows (5) - (9) of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
Item 5. | Ownership of Five Percent or Less of a Class. |
Not Applicable.
Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Mr. Lee shares voting and dispositive power over the Shares beneficially owned by Urban Casinos.
Item 7. | Identification and Classification of the Subsidiary That Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
Not Applicable.
Item 8. | Identification and Classification of Members of the Group. |
See Exhibit 99.1.
Item 9. | Notice of Dissolution of Group. |
Not Applicable.
By signing below each of the undersigned certifies that, to the best of its 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.
SIGNATURE
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: October 26, 2016
URBAN CASINOS |
|
By: | |
| Name: | Ernest T. Lee |
| Title: | President |