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Filing Details

Accession Number:: 0001193805-13-001006
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2013-05-22 17:07:27
Reporting Period:: 2013-04-19

Filing Date:: 2013-05-22
Accepted Time:: 2013-05-22 17:07:27
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1512074	Scg Financial Acquisition Corp.	RMGN	Services-Business Services, Nec (7389)	274452594

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1535383	Drw Holdings, Llc	540 W. Madison St. Suite 2500 Chicago IL 60661	No	No	Yes	No
1565350	Dooh Investment Manager Llc	540 W. Madison St., Suite 2500 Chicago IL 60661	No	No	Yes	No
1565352	Jr. R. Donald Wilson	540 W. Madison St., Suite 2500 Chicago IL 60661	No	No	Yes	No
1565356	2012 Dooh Investments Llc	540 W. Madison St., Suite 2500 Chicago IL 60661	No	No	Yes	No
1566768	Drw Commodities, Llc	540 W. Madison St., Suite 2500 Chicago IL 60661	No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock, Par Value $0.0001 Per Share	Acquisiton	2013-04-19	500,000	$10.00	500,000	No	4	P	Indirect	By 2012 DOOH Investments LLC
Common Stock, Par Value $0.0001 Per Share	Disposition	2013-05-09	120,000	$0.00	2,354,450	No	4	J	Indirect	By DRW Commodities, LLC
Common Stock, Par Value $0.0001 Per Share	Acquisiton	2013-05-13	100,000	$0.00	600,000	No	4	P	Indirect	By 2012 DOOH Investments LLC

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Indirect	By 2012 DOOH Investments LLC
No	4	J	Indirect	By DRW Commodities, LLC
No	4	P	Indirect	By 2012 DOOH Investments LLC

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock, Par Value $0.0001 Per Share	761,905	Indirect	By SCG Financial Holdings LLC

Footnotes

This Form 4 is being filed by Donald R. Wilson, Jr. ("Wilson"), as well as DRW Holdings, LLC ("DRW Holdings"), DRW Commodities, LLC ("DRW Commodities"), 2012 DOOH Investments LLC ("DOOH Investments") and DOOH Investment Manager LLC ("DOOH Manager"), as set forth on the Joint Filer Information Statement attached as an exhibit hereto.
Wilson is the sole manager of DOOH Manager, which is the sole manager of DOOH Investments. Wilson is also a manager of, and DOOH Investments owns 705,905 Class A Units issued by, SCG Financial Holdings LLC ("SCG Holdings"). See footnotes (6) and (7). A majority of the equity of DOOH Investments is owned by the Donald R. Wilson, Jr. 2002 Trust (the "2002 Trust"), a trust for the benefit of members of Wilson's immediate family and of which Wilson serves as trustee or investment adviser. Wilson disclaims beneficial ownership of any securities held by DOOH Investments, except to the extent of his indirect pecuniary interest therein, if any, and this report shall not be deemed an admission that Wilson is the beneficial owner of such securities for purposes of Section 16 or otherwise.
In May 2013, the Issuer rescinded its issuance of 120,000 shares of its Common Stock issued to DRW Commodities on February 8, 2013. Accordingly, DRW Commodities surrendered such shares to the Issuer for cancellation on May 9, 2013. DRW Commodities received no consideration in connection with the surrender of such shares.
Wilson is the sole manager of DRW Commodities and DRW Holdings, which owns 100% of the outstanding equity of DRW Commodities. A majority of the equity of DRW Holdings is owned, directly and indirectly, by trusts for the benefit of members of Wilson's immediate family and of which Wilson serves as trustee or investment adviser. Wilson disclaims beneficial ownership of any securities held by DRW Commodities, except to the extent of his indirect pecuniary interest therein, if any, and this report shall not be deemed an admission that Wilson is the beneficial owner of such securities for purposes of Section 16 or otherwise.
On May 13, 2013, the Issuer issued 100,000 shares of its Common Stock to DOOH Investments pursuant to the terms of a financing commitment entered into between the Issuer and the 2002 Trust, pursuant to which the 2002 Trust provided a standby credit facility to the Issuer. In addition to the securities reported herein, DOOH Investments holds warrants entitling the holder to purchase up to 533,333 shares of the Issuer's Common Stock at an exercise price of $11.50 per share, subject to adjustment. Such warrants are not currently exercisable and will not be exercisable unless and until there is and effective registration statement under the Securities Act covering the shares of common stock issuable upon exercise of such warrants and a current prospectus relating to them is available.
SCG Holdings holds 1,523,810 shares of the Issuer's Common Stock. DOOH Investments is entitled to receive dividends and the proceeds from any sale of 50% of the shares of Common Stock held by SCG Holdings, and accordingly, each of DOOH Investments and Wilson has a pecuniary interest in 50%, or 761,905, of the shares of Common Stock held by SCG Holdings. Wilson otherwise disclaims beneficial ownership of any securities held by SCG Holdings, and this report shall not be deemed an admission that Wilson is the beneficial owners of such securities for purposes of Section 16 or otherwise.
In addition, SCG Holdings holds warrants entitling the holder to purchase up to 4,000,000 shares of the Issuer's Common Stock at an exercise price of $11.50 per share, subject to adjustment. The Sponsor Warrants are not currently exercisable and will not be exercisable unless and until there is and effective registration statement under the Securities Act covering the shares of common stock issuable upon exercise of the Sponsor Warrants and a current prospectus relating to them is available.