| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 04/08/2011 |
3. Issuer Name and Ticker or Trading Symbol
SCG Financial Acquisition Corp. [ SCGQ ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) 04/08/2011 |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock | 1,321,905(1) | I | See Footnote(2) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Warrants | (3) | (3) | Common Stock | 3,200,000 | $11.5 | I | See Footnote(2) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. 182,857 shares of common stock beneficially owned by Reporting Person are subject to forfeiture in the event the underwriters of the initial public offering of the Issuer's securities do not exercise their over-allotment option. |
| 2. Gregory H. Sachs is the trustee and beneficiary of the Gregory H. Sachs Revocable Trust (the "Trust") and is thereby the indirect holder of securities of the Issuer held by the Trust through its membership in SCG Financial Holdings LLC (the "sponsor"). Gregory H. Sachs is the Manager of the sponsor and may be deemed to have beneficial ownership of all shares of common stock held by the sponsor. Each Reporting Person disclaims beneficial ownership of any shares over which he or it does not have a pecuniary interest. |
| 3. The warrants will become exercisable on the later of 30 days after completion of Issuer's initial business combination ("Business Combination") as described in the Issuer's prospectus relating to its initial public offering or April 18, 2012 and will expire five years after completion of the Business Combination. |
| /s/ Gregory H. Sachs | 02/14/2012 | |
| /s/Gregory H. Sachs, Trustee of Gregory H. Sachs Revocable Trust Dtd. April 24, 1998 | 02/14/2012 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||