Edgar Filing: EMERSON RADIO CORP

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

GRANDE HOLDINGS LTD.

2. Issuer Name and Ticker or Trading Symbol
EMERSON RADIO CORP [MSN]

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

_____ Director	_____ 10% Owner
_____ Officer (give title below)	__X__ Other (specify below)
Indirect Beneficial Owner

(Last)

(First)

(Middle)

398 KWUN TONG ROAD

3. Date of Earliest Transaction (Month/Day/Year)
09/14/2006

(Street)

KOWLOON, HONG KONG, 068909

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	09/12/2006		P		120,000	A	$ 3.0182	13,707,500	I ⁽¹⁾	FN1
Common Stock	09/13/2006		P		73,100	A	$ 3.0736	13,780,600	I ⁽¹⁾	FN1

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
GRANDE HOLDINGS LTD. 398 KWUN TONG ROAD KOWLOON, HONG KONG 068909				Indirect Beneficial Owner
Ho Family Trust 146 ROBINSON ROAD, #01-01 SINGAPORE, U0 068909				Indirect Beneficial Owner
Ho Wing On Christopher 146 ROBINSON ROAD, #01-01 SINGAPORE, U0 068909				Indirect Beneficial Owner
Grande International Holdings Ltd. 146 ROBINSON ROAD, #01-01 SINGAPORE, U0 068909				Indirect Beneficial Owner
BARRICAN INVESTMENTS CORP. 146 ROBINSON ROAD, #01-01 SINGAPORE, U0 068909				Indirect Beneficial Owner

Signatures

THE GRANDE HOLDINGS LIMITED, By: /s/ L. Gilles Sion		09/14/2006
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(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).
(1)	The Grande Group Limited ("GGL") is the direct beneficial owner of 3,780,600 common shares of the Issuer. Christopher Ho Wing On is the sole beneficiary of the Ho Family Trust (the "Ho Trust"). The Ho Trust is the beneficial owner of 100% of the share capital of The Grande International Holdings Ltd ("Grande International). Grande International is the beneficial owner of 100% of the share capital of Barrican Investments Corporation ("Barrican"). Barrican is the beneficial owner of a majority interest in the share capital of The Grande Holdings Limited ("Grande Holdings"). Grande Holdings is the beneficial owner of 100% of the share capital of GGL.
Remarks: Reference is hereby made to the Joint Filer Agreement filed by S&T International Distribution Ltd. on Exhibit 99.1 of Form 3, dated December 15, 2005.

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