Sec Form 4 Filing - Tao Kai-Shing @ Remark Media, Inc. - 2015-09-23

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Tao Kai-Shing 2. Issuer Name and Ticker or Trading Symbol Remark Media, Inc. [ MARK] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chairman and CEO (Last) (First) (Middle) C/O REMARK MEDIA, INC., 3930 HOWARD HUGHES PARKWAY, SUITE 400 3. Date of Earliest Transaction (MM/DD/YY) 09/23/2015 (Street) LAS VEGAS, NV89169 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price Common Stock 09/23/2015 C 760,736 ( 1 ) A $ 3.75 4,317,408 I By: Digipac, LLC ( 2 ) Common Stock 09/23/2015 C 928,906 ( 3 ) A $ 4.23 ( 4 ) 5,246,314 I By: Digipac, LLC ( 2 ) Common Stock 144,749 D Common Stock 21,821 I By: Pacific Star HSW LLC ( 5 ) Common Stock 275,000 I By: Pacific Star Capital Management, LP ( 6 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Da te Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares $2,500,000 Senior Secured Convertible Promissory Note $ 3.75 09/23/2015 C 11/13/2013 11/13/2015 Common Stock 760,736 ( 1 ) $ 0 0 I By: Digipac, LLC ( 2 ) $3,500,000 Senior Secured Convertible Promissory Note $ 4.23 ( 4 ) 09/23/2015 C 01/29/2014 01/29/2016 Common Stock 928,906 ( 3 ) $ 0 0 I By: Digipac, LLC ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Tao Kai-Shing C/O REMARK MEDIA, INC. 3930 HOWARD HUGHES PARKWAY, SUITE 400 LAS VEGAS, NV89169 X X Chairman and CEO Signatures /s/ Kai-Shing Tao 09/25/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Reflects the conversion of $2,500,000 in principal and $352,758 in accrued and unpaid interest outstanding under the $2,500,000 Senior Secured Convertible Promissory Note as of September 23, 2015. ( 2 )Mr. Tao is the manager and a member of Digipac, LLC ("Digipac"). As a result, Mr. Tao may be deemed to beneficially own the securities held by Digipac. Mr. Tao disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein. ( 3 )Reflects the conversion of $3,500,000 in principal and $429,270 in accrued and unpaid interest outstanding under the $3,500,000 Senior Secured Convertible Promissory Note as of September 23, 2015. ( 4 )The $3,500,000 Senior Secured Convertible Promissory Note was amended effective September 23, 2015 to provide for the automatic conversion of the unpaid principal and accrued and unpaid interest under the note into shares of common stock at a conversion price of $4.23 per share, the closing price of the common stock on the preceding trading day. ( 5 )Mr. Tao is the control person of Pacific Star HSW LLC ("Pacific Star HSW"). As a result, Mr. Tao may be deemed to beneficially own the securities held by Pacific Star HSW. Mr. Tao disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein. ( 6 )Mr. Tao is the Chief Investment Officer and sole owner of Pacific Star Capital Management, LP ("Pacific Star Capital"). As a result, Mr. Tao may be deemed to beneficially own the securities held by Pacific Star Capital.

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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