SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
SCHEDULE 13G/A
 
 
Under the Securities Exchange Act of 1934
 
(Amendment No. 1)*
 

Remark Holdings, Inc.

(Name of Issuer)
 

Common stock, $0.001 par value per share

(Title of Class of Securities)
 

75955K102

(CUSIP Number)
 

December 31, 2018

(Date of event which requires filing of this statement)
 
 
Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed:
 
ý Rule 13d-1(b)
¨ Rule 13d-1(c)
¨ Rule 13d-1(d)
 
(Page 1 of 8 Pages)

 

______________________________

*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. 75955K10213G/APage 2 of 8 Pages

 

1

NAMES OF REPORTING PERSONS

MGG Investment Group LP

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

State of Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

1,385,396 shares of Common Stock

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

1,385,396 shares of Common Stock

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,385,396 shares of Common Stock

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

3.55%

12

TYPE OF REPORTING PERSON

PN, IA

         

 

 

 

CUSIP No. 75955K10213G/APage 3 of 8 Pages

 

1

NAMES OF REPORTING PERSONS

Kevin Griffin

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

1,385,396 shares of Common Stock

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

1,385,396 shares of Common Stock

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,385,396 shares of Common Stock

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

3.55%

12

TYPE OF REPORTING PERSON

IN

         

 

 

 

CUSIP No. 75955K10213G/APage 4 of 8 Pages

 

1

NAMES OF REPORTING PERSONS

Gregory Racz

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

1,385,396 shares of Common Stock

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

1,385,396 shares of Common Stock

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,385,396 shares of Common Stock

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

3.55%

12

TYPE OF REPORTING PERSON

IN

         

 

 

 

CUSIP No. 75955K10213G/APage 5 of 8 Pages

 

Item 1(a). NAME OF ISSUER:
   
  The name of the issuer is Remark Holdings, Inc. (the "Issuer").

 

Item 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
   
  The Issuer's principal executive offices are located at 3960 Howard Hughes Parkway, Suite 900, Las Vegas, NV 89169.

 

Item 2(a). NAME OF PERSON FILING:
   
  This statement is filed by:

 

  (i)

MGG Investment Group LP ("MGG), the investment adviser to certain investment funds and/or accounts (collectively, the "MGG Funds") that hold the shares of Common Stock (as defined in Item 2(d) below) reported herein;

 

  (ii)

Kevin Griffin ("Mr. Griffin"), the Chief Executive Officer and Chief Investment Officer of MGG; and

 

  (iii) Gregory Racz ("Mr. Racz" and together with Mr. Griffin, the "Principals"), the President and Chief Legal Officer of MGG.
     
  The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons."
   
  The filing of this statement should not be construed as an admission that any of the forgoing persons or any Reporting Person is, for the purposes of Section 13 of the Act, the beneficial owner of the Shares reported herein.  

 

Item 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
   
  The address of the principal business office of each of the Reporting Persons is 888 Seventh Avenue, 43rd Floor, New York, NY 10106.

 

Item 2(c). CITIZENSHIP:
   
  MGG is a Delaware limited partnership. Each of the Principals is a citizen of the United States of America.

 

Item 2(d). TITLE OF CLASS OF SECURITIES:
   
  Common stock, $0.001 par value per share (the "Common Stock").

 

Item 2(e). CUSIP NUMBER:
   
  75955K102

 

CUSIP No. 75955K10213G/APage 6 of 8 Pages

 

Item 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b) OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

 

  (a) ¨ Broker or dealer registered under Section 15 of the Act,
  (b) ¨ Bank as defined in Section 3(a)(6) of the Act,
  (c) ¨ Insurance Company as defined in Section 3(a)(19) of the Act,
  (d) ¨ Investment Company registered under Section 8 of the Investment Company Act of 1940,
  (e) x An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
  (f) ¨ Employee Benefit Plan or Endowment Fund in accordance with Rule 13d-1(b)(1)(ii)(F),
  (g) x Parent Holding Company or control person in accordance with Rule 13d-1(b)(1)(ii)(G),
  (h) ¨ Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act,
  (i) ¨ A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
  (j) ¨ A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
  (k) ¨ Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

 

 

If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please

specify the type of institution: _________________________________________

 

Item 4. OWNERSHIP.
   
  The information required by Items 4(a) - (c) is set forth in Rows 5 - 11 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
   
 

The percentage set forth in Row (11) of the cover page for each of the Reporting Persons is based on an aggregate of 39,053,312 shares of Common Stock outstanding, which is the sum of (i) the 36,668,696 shares of Common Stock outstanding as of November 13, 2018, as reported in the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2018 filed with the Securities and Exchange Commission (the "SEC") on November 14, 2018 and (ii) the 2,384,616 shares of Common Stock sold by the Company to accredited investors in private placements on December 4, 2018, as reported in the Company's Current Report on Form 8-K filed with the SEC on December 10, 2018.

 

 

CUSIP No. 75955K10213G/APage 7 of 8 Pages

 

 

Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
   
  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: x

 

Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
   
  See Item 2.  

 

Item 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
   
  Not applicable.

 

Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
   
  Not applicable.

 

Item 9. NOTICE OF DISSOLUTION OF GROUP.
   
  Not applicable.

 

Item 10. CERTIFICATION.

 

  Each of the Reporting Persons hereby makes the following certification:
   
  By signing below the Reporting Person certifies that, to the best of its knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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.

 

 

CUSIP No. 75955K10213G/APage 8 of 8 Pages

SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

DATED:  Januray 11, 2019  
   
   
MGG INVESTMENT GROUP LP  
   
By: /s/ Gregory Racz  
Name: Gregory Racz  
Title: President & Chief Legal Officer  
   
/s/ Kevin Griffin  
Kevin Griffin  
   
/s/ Gregory Racz  
Gregory Racz