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^*

Torino Brett

(Last)

(First)

(Middle)

650 MADISON AVENUE

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
FX Real Estate & Entertainment Inc. [ FXRE ]

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

	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman-Las Vegas Division

3. Date of Earliest Transaction (Month/Day/Year)
12/29/2008

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, $0.01 par value per share	12/29/2008		J⁽¹⁾⁽²⁾		1,071,429	D	⁽¹⁾⁽²⁾	5,556,870	I	By ONIROT Living Trust
Common Stock, $0.01 par value per share	12/29/2008		J⁽¹⁾⁽²⁾		5,407,611	A	⁽³⁾	5,407,611	I	See Footnote⁽³⁾
Common Stock, $0.01 par value per share								176,238	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)

Explanation of Responses:

1. On December 29, 2008, the Reporting Person, Robert F.X. Sillerman, a director, executive officer and greater than 10% stockholder of the Issuer ("Sillerman"), and Paul C. Kanavos, a director, executive officer and greater than 10% stockholder of the Issuer ("Kanavos"), and certain other stockholders of the Issuer transferred to Atlas Real Estate Funds, Inc. ("Atlas") a total of 5,407,611 shares of common stock of the Issuer in exchange for voting common stock of Atlas representing approximately 97% of Atlas' outstanding voting common stock (the "Exchange Transaction).

2. Of the 5,407,611 shares of Issuer common stock transferred in the Exchange Transaction, 1,071,429 shares were transferred by the Reporting Person. As a result of the Exchange Transaction, the Reporting Person, Sillerman and Kanavos received an approximately 79% voting interest in Atlas and thereafter became Atlas' directors and executive officers. The 5,407,611 shares of Issuer common stock transferred in the Exchange Transaction were valued at $0.125 per share based on the closing price per share of common stock as reported on The NASDAQ Global Market on the date of transfer.

3. The Reporting Person, together with Sillerman and Kanavos, are deemed to be the beneficial owners of the aggregate 5,407,611 shares held by Atlas by virtue of being Atlas' controlling stockholders and executive officers and directors. Reference is made to Amendment No. 3 to the Schedule 13D jointly filed by the Reporting Person, Sillerman, Kanavos, Atlas and the other filers named therein for further information concerning the Exchange Transaction.

	/s/ Brett Torino	12/29/2008
	** 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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