FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

ARMEN GARO H

2. Date of Event Requiring Statement (MM/DD/YYYY)
2/12/2016 

3. Issuer Name and Ticker or Trading Symbol

Atrinsic, Inc. [ATRN]

(Last)        (First)        (Middle)

149 FIFTH AVENUE, SUITE 500

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                            ___ X ___ 10% Owner
___ X ___ Officer (give title below)          _____ Other (specify below)
See Remarks /

(Street)

NEW YORK, NY 10010       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person


Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Series B Preferred Stock   (1) 2235801   D    
Series B Preferred Stock   (1) 250000   I   By Garo H. Armen IRA  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Warrant     (2) 5/19/2021   Series B Preferred Stock   (1) 300000   $1.00   D    
Warrant     (3) 2/18/2023   Series B Preferred Stock   (1) 953367   $1.00   D    

Explanation of Responses:
(1)  Atrinsic, Inc. (the "Company") intends to effectuate a 1-for-15,463.7183 reverse stock split which will trigger the automatic conversion of the Company's Series B Preferred Stock into the Company's Common Stock. Following the reverse stock split, each share of Series B Preferred Stock will convert into 1 share of Common Stock.
(2)  The warrant is currently exercisable in its entirety.
(3)  The warrant is currently exercisable in its entirety.

Remarks:
Executive Chairman of the Board of Directors

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
ARMEN GARO H
149 FIFTH AVENUE, SUITE 500
NEW YORK, NY 10010
X X See Remarks

Signatures
/s/ Garo H. Armen 2/17/2016
** Signature of Reporting Person Date


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 5(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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