Sec Form 4 Filing - Orme Eric @ Remark Media, Inc. - 2012-02-01

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 Orme Eric 2. Issuer Name and Ticker or Trading Symbol Remark Media, Inc. [ MARK] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Technology Officer (Last) (First) (Middle) SIX CONCOURSE PARKWAY, SUITE 1500 3. Date of Earliest Transaction (MM/DD/YY) 02/01/2012 (Street) ATLANTA, GA30328 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 6,102 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 (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. Date 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 Nonqualified Stock Option (Right to Buy) $ 6.05 02/01/2012 A 27,500 ( 1 ) 02/01/2022 Common Stock 27,500 $ 0 27,500 D Nonqualified Stock Option (Right to Buy) $ 3.9 ( 2 ) 11/05/2019 Common Stock 22,500 22,500 D Stock Option (Right to Buy) $ 2.88 ( 3 ) 02/25/2021 Common Stock 27,500 27,500 D Stock Option (Right to Buy) $ 32.5 ( 4 ) 08/12/2018 Common Stock 334 334 D Stock Option (Right to Buy) $ 6.06 ( 5 ) 09/21/2020 Common Stock 60,000 60,000 D Stock Option (Right to Buy) $ 70.3 ( 4 ) 11/09/2017 Common Stock 2,500 2,500 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Orme Eric SIX CONCOURSE PARKWAY, SUITE 1500 ATLANTA, GA30328 Chief Technology Officer Signatures /s/ Bradley Zimmer, by Power of Attorney 02/03/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )1,165 shares will vest on March 1, 2012. On April 1, 2012, 1,145 shares will vest, and 1,145 shares will vest on the first day of each month thereafter until all options have vested. ( 2 )3057 shares of the options vested on November 5, 2009. 555 vested on December 1, 2009, and 555 will vest on the first day of each month thereafter until all options have vested. ( 3 )On March 25, 2011, 1,165 options will vest and, thereafter, the remaining options will vest equally in 23 monthly installments commencing on April 25, 2011. ( 4 )The options are 100% vested. ( 5 )The options will vest in four equal installments annually beginning September 21, 2011.

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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