SEC Form 4 · accession 0001193805-16-004428
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
Dec 29, 2016
Accepted (ET)
Dec 29, 2016 · 4:35 pm EST
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,F3 | Dec 29, 2016 | X | 281,079 | $0.62 | A | 1,620,127 | I | By 2012 DOOH Investments LLC |
| Common Stock, par value $0.0001 per shareF1,F4,F5 | Dec 29, 2016 | X | 494,264 | $0.62 | A | 2,848,914 | I | By DRW Commodities, LLC |
| Common Stock, par value $0.0001 per shareF1,F3 | Dec 29, 2016 | P | 222,154 | $0.62 | A | 1,842,281 | I | By 2012 DOOH Investments LLC |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Subscription Rights (right to buy)F3 | $0.62 | Dec 29, 2016 | X | 281,079 | D | Nov 30, 2016 | Dec 22, 2016 | Common Stock | 281,079 | 0 | I |
| Subscription Rights (right to buy)F4 | $0.62 | Dec 29, 2016 | X | 494,264 | D | Nov 30, 2016 | Dec 22, 2016 | Common Stock | 494,264 | 0 | I |
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.
- F2Reflects the exercise of subscription rights held by DOOH Investments and DRW Commodities, as applicable, pursuant to the Issuer's rights offering announced on November 30, 2016.
- F3Wilson is the sole manager of DOOH Manager, which is the sole manager of DOOH Investments. 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.
- F4Wilson 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.
- F5The number of shares of Common Stock beneficially owned through DRW Commodities following the reported transactions includes 200 shares of Common Stock that were previously omitted from the Reporting Persons' Form 3 and subsequent Form 4 filings.
- F6Reflects the purchase of shares of Common Stock pursuant to the Standby Purchase Agreement (the "Purchase Agreement"), dated as of November 30, 2016, among DRW Commodities, DOOH Investments, Children's Trust C/U The Donald R. Wilson 2009 GRAT #1 (the "Trust") and the Issuer. On December 21, 2016, DRW Commodities assigned its right to purchase Common Stock pursuant to the Purchase Agreement to the Trust.