SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 2)*
Remark Media, Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
75954W107
(CUSIP Number)
405 Lexington Avenue, 32F
New York, New York 10174
Attention: Scott Booth
Telephone: (212) 984-2340
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 24, 2013
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box x.
Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.
* 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 disclosures provided in a prior cover page.
The information required on 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 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 the Notes.)
| Page 1 of 6 Pages |
CUSIP No.: 75954W107
| 1. | NAME OF REPORTING PERSON | ||
| S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON | |||
| Scott Booth | |||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | ||
| (a) £ | |||
| (b) £ | |||
| 3. | SEC USE ONLY | ||
| 4. | SOURCE OF FUNDS | ||
| PF, AF | |||
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | £ | |
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION | ||
| United States | |||
| 7. | SOLE VOTING POWER - 61,285 | ||
| NUMBER OF | |||
| SHARES | |||
| BENEFICIALLY | 8. | SHARED VOTING POWER - 495,981 | |
| OWNED BY | |||
| EACH | |||
| REPORTING | 9. | SOLE DISPOSITIVE POWER - 61,285 | |
| PERSON | |||
| WITH | |||
| 10. | SHARED DISPOSITIVE POWER - 495,981 | ||
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
| 557,266 | |||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ||
| £ | |||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||
| 7.7% | |||
| 14. | TYPE OF REPORTING PERSON* | ||
| IN | |||
| Page 2 of 6 Pages |
CUSIP No.: 75954W107
| 1. | NAME OF REPORTING PERSON | ||
| S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON | |||
| Eastern Advisors Capital Group, LLC | |||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | ||
| (a) £ | |||
| (b) £ | |||
| 3. | SEC USE ONLY | ||
| 4. | SOURCE OF FUNDS | ||
| AF | |||
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | £ | |
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION | ||
| Delaware | |||
| 7. | SOLE VOTING POWER - 0 | ||
| NUMBER OF | |||
| SHARES | |||
| BENEFICIALLY | 8. | SHARED VOTING POWER - 495,981 | |
| OWNED BY | |||
| EACH | |||
| REPORTING | 9. | SOLE DISPOSITIVE POWER - 0 | |
| PERSON | |||
| WITH | |||
| 10. | SHARED DISPOSITIVE POWER - 495,981 | ||
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
| 495,981 | |||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ||
| £ | |||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||
| 6.9% | |||
| 14. | TYPE OF REPORTING PERSON* | ||
| OO | |||
| Page 3 of 6 Pages |
CUSIP No.: 75954W107
| 1. | NAME OF REPORTING PERSON | ||
| S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON | |||
| Eastern Advisors Capital, Ltd. | |||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | ||
| (a) £ | |||
| (b) £ | |||
| 3. | SEC USE ONLY | ||
| 4. | SOURCE OF FUNDS | ||
| WC | |||
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | £ | |
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION | ||
| Cayman Islands | |||
| 7. | SOLE VOTING POWER - 0 | ||
| NUMBER OF | |||
| SHARES | |||
| BENEFICIALLY | 8. | SHARED VOTING POWER - 495,981 | |
| OWNED BY | |||
| EACH | |||
| REPORTING | 9. | SOLE DISPOSITIVE POWER - 0 | |
| PERSON | |||
| WITH | |||
| 10. | SHARED DISPOSITIVE POWER - 495,981 | ||
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
| 495,981 | |||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ||
| £ | |||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||
| 6.9% | |||
| 14. | TYPE OF REPORTING PERSON* | ||
| CO | |||
| Page 4 of 6 Pages |
EXPLANATORY NOTE
The Reporting Persons filed an initial Schedule 13D with respect to the Issuer on February 14, 2012 (the “Original 13D”). The Reporting Persons have elected to file this Amendment No. 2 to the Original 13D to reflect a change in the Reporting Persons’ beneficial ownership percentage as a result of issuances of Common Stock by the Issuer subsequent to September 24, 2013. Item 5 of the Original 13D (as previously amended) is hereby amended and restated in its entirety, as follows:
ITEM 5. Interest in Securities of the Issuer.
(a) As of September 26, 2013, the date of filing of this Schedule 13D/A, the Fund directly owns 495,981 shares of Common Stock, representing 6.9% of all of the Issuer’s outstanding Common Stock. Eastern Advisors and Mr. Booth may each be deemed to beneficially own the shares of Common Stock directly owned by the Fund. Each disclaims beneficial ownership of such shares. Separately, Mr. Booth directly owns 61,285 shares of Common Stock, representing 0.9% of all of the Issuer’s outstanding Common Stock. The foregoing is based on 7,193,632 shares of Common Stock outstanding as of August 19, 2013, as reported on the Issuer’s Form 10Q filed with the SEC on August 19, 2013.
(b) The Reporting Persons have shared power (with each other and not with any third party), to vote or direct the vote of and to dispose or direct the disposition of the 495,981 shares of Common Stock directly owned by the Fund. Mr. Booth has sole power to vote or direct the vote of and to dispose or direct the disposition of the 61,285 shares of Common Stock directly owned by Mr. Booth.
(c) The Reporting Persons did not effect any transactions in the Common Stock in the last sixty (60) days, other than as follows (all of which were effected in the open market):
| Transaction Type | Transaction Date | Qty | Trade Price | |||||||
| Sell | 27-Aug-13 | (18,600 | ) | $ | 2.952 | |||||
| Sell | 28-Aug-13 | (9,120 | ) | $ | 2.950 | |||||
| Sell | 29-Aug-13 | (22,280 | ) | $ | 2.963 | |||||
| Sell | 30-Aug-13 | (20,000 | ) | $ | 3.111 | |||||
| Sell | 24-Sep-13 | (10,500 | ) | $ | 4.013 | |||||
(d) Not applicable.
(e) Not applicable.
| Page 5 of 6 Pages |
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, the undersigned each certifies that the information with respect to it set forth in this Statement is true, complete and correct.
Dated: September 26, 2013
SCOTT BOOTH
EASTERN ADVISORS CAPITAL GROUP, LLC
EASTERN ADVISORS CAPITAL, LTD.
By: /s/ Scott Booth
Scott Booth, for himself and as
Senior Managing Member of Eastern
Advisors (for itself and on behalf of
the Fund)
| Page 6 of 6 Pages |