Amended Statement of Ownership (sc 13g/a)
February 14 2023 - 8:45AM
Edgar (US Regulatory)
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UNITED
STATES |
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SECURITIES
AND EXCHANGE COMMISSION |
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Washington,
D.C. 20549 |
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SCHEDULE 13G/A
Under the
Securities Exchange Act of 1934
(Amendment No. 4)*
Remark
Holdings, Inc.
(Name
of Issuer)
Common
Stock, par value $0.001 per share
(Title
of Class of Securities)
75955K300
(CUSIP
Number)
December 31, 2022
(Date
of Event Which Requires Filing of this Statement)
Check the appropriate box to designate
the rule pursuant to which this Schedule is filed:
o |
Rule 13d-1(b) |
x |
Rule 13d-1(c) |
o |
Rule 13d-1(d) |
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP
No. 75955K300 |
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1. |
Names
of Reporting Persons
Lawrence I. Rosen |
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2. |
Check the Appropriate
Box if a Member of a Group (See Instructions) |
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(a) |
o |
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(b) |
o |
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3. |
SEC
Use Only |
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4. |
Citizenship
or Place of Organization
United States |
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Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
5. |
Sole
Voting Power
449,403 |
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6. |
Shared
Voting Power |
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7. |
Sole
Dispositive Power
449,403 |
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8. |
Shared
Dispositive Power |
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9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
449,403 |
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10. |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o |
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11. |
Percent
of Class Represented by Amount in Row (9)
3.9%1 |
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12. |
Type
of Reporting Person (See Instructions)
IN - Individual |
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1
Based on 11,539,564 shares of the Issuer’s Common Stock, par value $0.001 per share (“Common Stock”), outstanding as of January 12, 2023, as reported on page 38 of the Issuer’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on January 18, 2023. The shares of Common Stock outstanding gives effect to the December 21, 2022 one for 10 reverse stock split.
Item 1. |
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(a) |
Name
of Issuer
Remark Holdings, Inc. |
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(b) |
Address of Issuer’s Principal
Executive Offices
800 S. COMMERCE STREET
LAS VEGAS, NV 89106
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Item 2. |
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(a) |
Name
of Person Filing
Lawrence I. Rosen (“Mr. Rosen”) |
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(b) |
Address of Principal Business Office or, if none, Residence
The principal business address of Mr. Rosen is 1578 Sussex Turnpike, Building 5, Randolph, NJ 07689. |
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(c) |
Citizenship
United States |
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(d) |
Title
of Class of Securities
Common Stock, $0.0001 par value per share |
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(e) |
CUSIP
Number
75955K300 |
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Item
3. |
If this statement
is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
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(a) |
o |
Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); |
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(b) |
o |
Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
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(c) |
o |
Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
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(d) |
o |
Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
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(e) |
o |
An
investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
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(f) |
o |
An
employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
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(g) |
o |
A
parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); |
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(h) |
o |
A
savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
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(i) |
o |
A
church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company
Act of 1940 (15 U.S.C. 80a-3); |
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(j) |
o |
A
non-U.S. institution in accordance with § 240.13d–1(b)(1)(ii)(J); |
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(k) |
o |
Group,
in accordance with § 240.13d–1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d–1(b)(1)(ii)(J), please specify the type of institution:____________________________ |
Item 4. |
Ownership |
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Provide the following
information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. |
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(a) |
Amount
beneficially owned:
449,403 |
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(b) |
Percent
of class:
3.9%
Based on 11,539,564 shares of the Issuer’s Common Stock, par value $0.001 per share (“Common Stock”) outstanding as of January 12, 2023, as reported on page 38 of the Issuer’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on January 18, 2023. The shares of Common Stock outstanding gives effect to the December 21, 2022 one for 10 reverse stock split. |
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(c) |
Number
of shares as to which the person has:
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(i) |
Sole
power to vote or to direct the vote
449,403 |
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(ii) |
Shared
power to vote or to direct the vote
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(iii) |
Sole
power to dispose or to direct the disposition of
449,403 |
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(iv) |
Shared
power to dispose or to direct the disposition of
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Item 5. |
Ownership
of Five Percent or Less of a Class |
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If this statement
is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of
more than five percent of the class of securities, check the following o. |
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Item 6. |
Ownership
of More than Five Percent on Behalf of Another Person |
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Item
7. |
Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control
Person |
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Item 8. |
Identification
and Classification of Members of the Group |
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Item 9. |
Notice of
Dissolution of Group |
Item 10. |
Certification |
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By signing below
I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held
for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not
acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than
activities solely in connection with a nomination under § 240.14a-11. |
Signature
After reasonable inquiry and to the
best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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February 13, 2023 |
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Date |
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/s/ Lawrence I. Rosen |
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Signature |
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Lawrence I. Rosen |
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Name |
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ATTENTION |
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Intentional
misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001). |
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