Remark Media
Remark Media, Inc. (Form: SC 13G/A, Received: 02/14/2017 14:40:15)


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
SCHEDULE 13G/A
 
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
 
 

Remark Media, Inc.
(Name of Issuer)


  Common Stock, $0.001 Par Value Per Share  
(Title of Class of Securities)


         75954W107           
(CUSIP Number)
 
 
                        December 31, 2016                        
(Date of Event Which Requires Filing of this Statement)


 


Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
  Rule 13d-1(b)
 
  Rule 13d-1(c)
 
  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.  75954W107
  13G/A Page 2 of 5 Pages 
 
1
NAME OF REPORTING PERSON:
 
 
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
 
 
Ashford Capital Management, Inc.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)
   
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
1,915,188 shares
 
 
 
 
6
SHARED VOTING POWER
 
 
0 shares
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
1,915,188 shares
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
0 shares
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
1,915,188 shares
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
8.8%
 
 
 
 
12
TYPE OF REPORTING PERSON
 
 
IA
 
 
 
 
 
 
 

CUSIP No.  75954W107
  13G/A Page 3 of 5 Pages 
 
 
 
Item 1.
 
(a) Name of Issuer:
 
Remark Media, Inc.

(b)           Address of Issuer's Principal Executive Offices:
 
3930 Howard Hughes Parkway, Suite 400, Las Vegas, NV 89169

 
Item 2.
 
(a)           Name of Person Filing:
 
Ashford Capital Management, Inc.
 
(b)           Address of Principal Business Office or, if none, Residence:
 
One Walker's Mill Road, Wilmington, DE 19807
 
(c) Citizenship:  A Delaware Corporation
 
(d) Title of Class of Securities:                   Common Stock, $0.001 Par Value Per Share
 
(e)           CUSIP Number:                                        75954W107

 
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:
 
  (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) An investment adviser in accordance with §240.13d-1(b)(1(ii)(E)
(f) An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F)
(g) A parent holding company or control person  in accordance with §240.13d-1(b)(1)(ii)(G)
(h)
A 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 of 1940
(j) Group, in accordance with §240.13d-1(b)-1(ii)(J)

 
 
 

CUSIP No.  75954W107
  13G/A Page 4 of 5 Pages 
 
 
Item 4.    Ownership
 
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
 
(a)       Amount Beneficially Owned:             1,915,188 shares
 
(b)           Percent of Class:                                              8.8%
 
The foregoing percentage is calculated based on 21,751,482 shares of Common Stock   reported to be outstanding as of November 11, 2016 in the Issuer's September 30, 2016 Quarterly Report filed on Form 10-Q.

(c)            Number of shares as to which such person has:
 
(i)  Sole power to vote or to direct the vote:                                1,915,188 shares
 
(ii)  Shared power to vote or to direct the vote:                           0 shares
 
(iii)  Sole power to dispose or to direct the disposition of:        1,915,188 shares
 
(iv)  Shared power to dispose or to direct the disposition of:    0 shares

 
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 .        N/A

 
Item 6.    Ownership of More than Five Percent on Behalf of Another Person

The shares reported by the Reporting Person, a registered investment advisor, are held in separate individual client accounts and three separate limited partnerships.

 
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company

N/A

 
Item 8.    Identification and Classification of Members of the Group

N/A

 
Item 9.    Notice of Dissolution of Group

N/A

 
Item 10.  Certification

By signing below I certify that, to the best of my 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.  75954W107
  13G/A Page 5 of 5 Pages 
 
 
SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date:       February 14, 2017

 
 
ASHFORD CAPITAL MANAGEMENT, INC.


By:         /s/ Anthony M. Petrucci                                          
Anthony M. Petrucci
Chief Financial Officer and Chief Compliance Officer