SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13D-1(B), (C) AND (D) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13D-2 (B)
(Amendment No. )*
STUDENT ADVANTAGE, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
86386Q 10 5
(CUSIP Number)
JUNE 23, 1999
(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)
[ X ] 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
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).
<PAGE>
CUSIP No.: 86386Q 10 5
1. NAMES OF REPORTING PERSONS: MARC TURTLETAUB
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
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
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
5. SOLE VOTING POWER: 3,750,000
6. SHARED VOTING POWER:
7. SOLE DISPOSITIVE POWER: 3,750,000
8. SHARED DISPOSITIVE POWER:
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
3,750,000
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES: [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 10.8%
12. TYPE OF REPORTING PERSON: IN
<PAGE>
Item 1(a). Name of Issuer:
STUDENT ADVANTAGE, INC.
Item 1(b). Address of Issuer's Principal Executive Offices:
280 SUMMER STREET
BOSTON, MASSACHUSETTS 02210
Item 2(a). Name of Person Filing:
MARC TURTLETAUB
Item 2(b). Address of Principal Business Office or, if None,
Residence:
7418 ALEXANDER COURT
FAIR OAKS, CA 95628
Item 2(c). Citizenship:
UNITED STATES
Item 2(d). Title of Class of Securities:
COMMON STOCK, PAR VALUE $.01 PER SHARE
Item 2(e). CUSIP Number:
86386Q 10 5
Item 3. If this statement is filed pursuant to Rule 13d-1(b) or Rule
13d-2(b) or (c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under section 15 of the Act (15
U.S.C. 78o).
(b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C.
78c).
(c) [ ] Insurance company as defined in section 3(a)(19) of the Act
(15 U.S.C. 78c).
(d) [ ] Investment company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C 80a-8).
(e) [ ] An investment adviser in accordance with Rule 13d-
1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G);
(h) [ ] A savings associations as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
(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 (15 U.S.C. 80a-3);
(j) [ ] Group, in accordance with Rule 13d- 1(b)(1)(ii)(J). If this
statement is filed pursuant to Rule 13d-1(c), check this box.
[ ].
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: 3,750,000.
(b) Percent of class: 10.8%.
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote 3,750,000.
(ii) Shared power to vote or to direct the vote ______.
(iii) Sole power to dispose or to direct the disposition of
3,750,000.
(iv) Shared power to dispose or to direct the disposition of
________.
Instruction. For computations regarding securities which represent a right to
acquire an underlying security see Rule 13d- 3(d)(1).
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: [ ].
Item 6. Ownership of More than Five Percent on Behalf of Another
Person:
NOT APPLICABLE
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. Certifications.
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.
/S/ MARC TURTLETAUB
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Marc Turtletaub
