Sec Form 4 Filing - Zimmer Bradley T. @ Remark Media, Inc. - 2012-02-01

Insider filing report for Changes in Beneficial Ownership
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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
Zimmer Bradley T.
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 Operating Officer and GC
(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 5,154.2 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 62,242 ( 1 ) 02/01/2022 Common Stock 62,242 $ 0 62,242 D
Stock Option (Right to Buy) $ 2.88 ( 2 ) 02/25/2021 Common Stock 27,500 27,500 D
Stock Option (Right to Buy) $ 3.85 ( 3 ) 07/19/2020 Common Stock 9,020 9,020 D
Stock Option (Right to Buy) $ 32.5 ( 4 ) 08/12/2018 Common Stock 501 501 D
Stock Option (Right to Buy) $ 65 ( 4 ) 08/23/2016 Common Stock 5,000 5,000 D
Stock Option (Right to Buy) $ 71 ( 4 ) 10/10/2017 Common Stock 15,000 15,000 D
Stock Option (Right to Buy) $ 3.85 ( 5 ) 11/20/2019 Common Stock 13,480 13,480 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Zimmer Bradley T.
SIX CONCOURSE PARKWAY, SUITE 1500
ATLANTA, GA30328
Chief Operating Officer and GC
Signatures
/s/ Bradley Trent Zimmer 02/03/2012
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents two separate nonqualified stock option awards as follows: in respect of 34,742 shares, 2,897 shares will vest on March 14, 2012; and on June 14, 2012, 2,895 shares will vest, and 2,895 shares will vest every three months thereafter; in respect of the other 27,500 shares, 1,165 shares will vest on March 1, 2012; and 1,145 will vest on April 1, 2012, and 1,145 will vest on the 1st day of each month thereafter until all options have vested.
( 2 )1,165 shares of the options vested on March 25, 2011. 1,145 shares vested on April 25, 2011, and on the 25th day of each month thereafter until all options have vested.
( 3 )687 shares of the options vested on May 26, 2011 and 1,669 shares vested on August 26, 2011. 1,666 shares vested on November 26, 2011, and on the 26th day of every month thereafter until all options have vested.
( 4 )The options are 100% vested.
( 5 )2,500 shares of the options vested on November 20, 2009 and 1,667 shares vested on November 26, 2009. 1,666 shares vested on February 26, 2010, and on the 26th day of every third month thereafter until all options have vested.

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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