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Filing Details

Accession Number:: 0001193805-13-001500
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2013-08-19 20:37:53
Reporting Period:: 2013-07-22

Filing Date:: 2013-08-19
Accepted Time:: 2013-08-19 20:37:53
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1512074	Rmg Networks Holding 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	2013-08-15	120,000	$0.00	620,000	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

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Warrant (right to buy)	Acquisiton	2013-07-22	533,333	$0.00	533,333	$11.50
Common Stock	Warrant (right to buy)	Acquisiton	2013-07-22	4,000,000	$0.00	4,000,000	$11.50

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
533,333	2013-07-22	2018-04-08	No	4	J	Indirect
4,000,000	2013-07-22	2013-04-08	No	4	J	Indirect

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock, Par Value $0.0001 Per Share	2,354,450	Indirect	By DRW Commodities, LLC
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.
On August 15, 2013, the Issuer issued 120,000 shares of its common stock to DOOH Investments pursuant to the terms of the Management Services Agreement, dated August 6, 2013, between the Issuer and DOOH Investments, pursuant to which DOOH Investments agreed to provide management consulting services to the Issuer and its subsidiaries with respect to financing, acquisitions, sourcing, diligence and strategic planning.
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 footnote (5). 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.
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
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 disclaims beneficial ownership of any securities held by SCG Holdings, except to the extent of his indirect pecuniary interest therein 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.
The reported warrants (the "Note Conversion Warrants") were issued upon the conversion of a promissory note issued by the Issuer to DRW Holdings, and subsequently assigned to DOOH Investments, in the principal amount of $400,000. The Note Conversion Warrants were not exercisable until an effective registration statement under the Securities Act of 1933, as amended, covering the shares of common stock issuable upon exercise of the Note Conversion Warrants and a current prospectus relating to such shares was available. Such a registration statement was declared effective on July 18, 2013 and such a prospectus became available on July 22, 2013.
On November 20, 2012, DOOH Investments purchased 761,905 Class A Units of SCG Holdings, the record holder of the reported warrants (the "Sponsor Warrants"). for $2,500,000. The Sponsor Warrants were not exercisable until an effective registration statement under the Securities Act of 1933, as amended, covering the shares of common stock issuable upon exercise of the Sponsor Warrants and a current prospectus relating to such shares was available. Such a registration statement was declared effective on July 18, 2013 and such a prospectus became available on July 22, 2013.