SEC Form 4 · accession 0001193805-15-000799
RMG Networks Holding Corp · RMGN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
DOOH Investment Manager LLC
10% Owner
Donald R. Wilson Jr.
10% Owner
2012 DOOH Investments LLC
10% Owner
DRW Commodities, LLC
10% Owner
Period of report
May 20, 2015
Accepted (ET)
May 22, 2015 · 5:48 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001512074
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, par value $0.0001 per shareF1,F2,F4,F3 | May 20, 2015 | J | 142,857 | $0.00 | D | 0 | I | By SCG Financial Holdings LLC |
| Common Stock, par value $0.0001 per shareF4,F5 | holding | — | — | — | 1,339,048 | I | By 2012 DOOH Investments LLC | |
| Common Stock, par value $0.0001 per shareF6 | holding | — | — | — | 2,354,450 | I | By DRW Commodities, LLC |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1This 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.
- F2As of May 20, 2015, SCG Financial Holdings LLC ("Holdings") forfeited 285,714 shares of the Issuer's common stock. The shares were forfeited pursuant to a letter agreement with the Issuer, dated April 12, 2011, which provided that a portion of certain shares held by Holdings were subject to forfeiture to the Issuer at no cost in the event a stock-based condition was not satisfied. DOOH Investments was entitled to receive dividends and the proceeds from any sale of 50% of the shares of Common Stock, or 142,857 shares, held by SCG Holdings, and accordingly, each of DOOH Investments and Wilson had a pecuniary interest in 50%, or 142,857, of the shares of Common Stock held by SCG Holdings.
- F3Each of Wilson, DOOH Investments and DOOH Manager 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.
- F4The number of shares beneficially owned by Wilson indirectly through DOOH Investments and Holdings reflects a prior distribution (for no consideration) of 619,048 shares of the Issuer's common stock by Holdings to DOOH Investments, which shares had previously been reported by Wilson as being indirectly owned through Holdings.
- F5Wilson 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 Holdings. A majority of the equity of DOOH Investments is owned by the Donald R. Wilson, Jr. 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.
- F6Wilson 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.