0001144204-13-052534.txt : 20130926 0001144204-13-052534.hdr.sgml : 20130926 20130926141358 ACCESSION NUMBER: 0001144204-13-052534 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20130926 DATE AS OF CHANGE: 20130926 GROUP MEMBERS: EASTERN ADVISORS CAPITAL, LTD. GROUP MEMBERS: SCOTT BOOTH SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Remark Media, Inc. CENTRAL INDEX KEY: 0001368365 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATION SERVICES, NEC [4899] IRS NUMBER: 331135689 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-83188 FILM NUMBER: 131116507 BUSINESS ADDRESS: STREET 1: SIX CONCOURSE PARKWAY STREET 2: SUITE 1500 CITY: ATLANTA STATE: GA ZIP: 30328 BUSINESS PHONE: (404) 974-2710 MAIL ADDRESS: STREET 1: SIX CONCOURSE PARKWAY STREET 2: SUITE 1500 CITY: ATLANTA STATE: GA ZIP: 30328 FORMER COMPANY: FORMER CONFORMED NAME: HSW International, Inc. DATE OF NAME CHANGE: 20060706 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Eastern Advisors Capital Group LLC CENTRAL INDEX KEY: 0001427649 IRS NUMBER: 320065327 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 101 PARK AVENUE STREET 2: 48TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10178 BUSINESS PHONE: 2129842337 MAIL ADDRESS: STREET 1: 101 PARK AVENUE STREET 2: 48TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10178 SC 13D/A 1 v355916_sc13da.htm SC 13D/A

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