SEC Form 4 · accession 0000921895-15-002153

REMARK HOLDINGS, INC. · MARK

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Kai-Shing Tao

Officer — Chairman and CEO · Director · 10% Owner

Period of report

Sep 23, 2015

Accepted (ET)

Sep 25, 2015 · 7:21 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001368365

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1,F2	Sep 23, 2015	C	760,736	$3.75	A	4,317,408	I	By: Digipac, LLC
Common Stock^F3,F4,F2	Sep 23, 2015	C	928,906	$4.23	A	5,246,314	I	By: Digipac, LLC
Common Stock	holding	—	—		—	144,749	D
Common Stock^F5	holding	—	—		—	21,821	I	By: Pacific Star HSW LLC
Common Stock^F6	holding	—	—		—	275,000	I	By: Pacific Star Capital Management, LP

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
$2,500,000 Senior Secured Convertible Promissory Note^F2,F1	$3.75	Sep 23, 2015	C	—	D	Nov 13, 2013	Nov 13, 2015	Common Stock	760,736	0	I
$3,500,000 Senior Secured Convertible Promissory Note^F2,F4,F3	$4.23	Sep 23, 2015	C	—	D	Jan 29, 2014	Jan 29, 2016	Common Stock	928,906	0	I

Explanation of responses

F1Reflects 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.
F2Mr. 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.
F3Reflects 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.
F4The $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.
F5Mr. 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.
F6Mr. 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.