Sec Form 4 Filing - Ferman Carrie @ Remark Media, Inc. - 2012-06-30

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 Ferman Carrie 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 Executive Officer (Last) (First) (Middle) SIX CONCOURSE PARKWAY, SUITE 1500 3. Date of Earliest Transaction (MM/DD/YY) 06/30/2012 (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

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) $ 3.4 06/30/2012 A 14,705 ( 1 ) 06/30/2022 Common Stock 14,705 $ 0 14,705 D Nonqualified Stock Option (Right to Buy) $ 6.05 ( 2 ) 02/01/2022 Common Stock 108,480 108,480 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Ferman Carrie SIX CONCOURSE PARKWAY, SUITE 1500 ATLANTA, GA30328 Chief Executive Officer Signatures /s/ Bradley Zimmer, by Power of Attorney 07/20/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )4,902 shares will vest on June 30, 2013; 4,902 shares will vest on June 30, 2014; and 4,901 shares will vest on June 30, 2015. ( 2 )Represents two separate nonqualified stock option awards as follows: in respect of 54,240 shares, 6,780 shares are vested at the time of the grant, 3,390 shares will vest on April 27, 2012, and 3,390 shares will vest on the 27th day of every third month thereafter until all options have vested; in respect of the other 54,240 shares, 4,520 shares will vest on March 14, 2012, and 4,520 shares will vest on the 14th 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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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