SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

MARTIN WILLIAM C

(Last)

(First)

(Middle)

254 WITHERSPOON STREET

(Street)

PRINCETON

08542

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SMG Indium Resources Ltd. [ SGMEU.OB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/10/2011

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.001	05/10/2011		P		922,580	A	⁽⁴⁾	922,580	I⁽¹⁾	By Raging Capital Fund (QP), LP⁽²⁾
Common Stock, par value $0.001	05/10/2011		P		707,420	A	⁽⁵⁾	707,420	I⁽¹⁾	By Raging Capital Fund, LP⁽³⁾
Common Stock, par value $0.001	05/10/2011		C		151,804	A	⁽⁶⁾	1,074,384	I⁽¹⁾	By Raging Capital Fund (QP), LP⁽²⁾
Common Stock, par value $0.001	05/10/2011		C		185,538	A	⁽⁶⁾	892,958	I⁽¹⁾	By Raging Capital Fund, LP⁽³⁾
Common Stock, par value $0.001	05/10/2011		C		7,028	A	⁽⁶⁾	7,028	D⁽¹⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock Warrants (right to buy)	$5.75	05/10/2011		P		922,580		05/10/2011	05/04/2016	Common Stock	922,580	⁽⁴⁾	922,580	I⁽¹⁾	By Raging Capital Fund (QP), LP⁽²⁾
Common Stock Warrants (right to buy)	$5.75	05/10/2011		P		707,420		05/10/2011	05/04/2016	Common Stock	707,420	⁽⁵⁾	707,420	I⁽¹⁾	By Raging Capital Fund, LP⁽³⁾
Class A Convertible Common Stock	⁽⁶⁾	05/10/2011		C			108,000	⁽⁶⁾	⁽⁶⁾	Common Stock	151,804⁽⁸⁾	$0	0	I⁽¹⁾	By Raging Capital Fund (QP), LP⁽²⁾
Class A Convertible Common Stock	⁽⁶⁾	05/10/2011		C			132,000	⁽⁶⁾	⁽⁶⁾	Common Stock	185,538⁽⁸⁾	$0	0	I⁽¹⁾	By Raging Capital Fund, LP⁽³⁾
Class A Convertible Common Stock⁽⁶⁾	⁽⁶⁾	05/10/2011		C			5,000	⁽⁶⁾	⁽⁶⁾	Common Stock	7,028⁽⁸⁾	$0	0	D⁽¹⁾
Warrants (right to buy)	$5.75	05/10/2011		D⁽⁹⁾			108,000	⁽⁷⁾	05/04/2016	Common Stock	108,000	⁽⁹⁾	0	I⁽¹⁾	By Raging Capital Fund (QP), LP⁽²⁾
Warrants (right to buy)	$5.75	05/10/2011		A⁽⁹⁾		151,804		⁽⁷⁾	05/04/2016	Common Stock	151,804	⁽⁹⁾	151,804	I⁽¹⁾	By Raging Capital Fund (QP), LP⁽²⁾
Warrants (right to buy)	$5.75	05/10/2011		D⁽⁹⁾			132,000	⁽⁷⁾	05/04/2016	Common Stock	132,000	⁽⁹⁾	0	I⁽¹⁾	By Raging Capital Fund, LP⁽³⁾
Warrants (right to buy)	$5.75	05/10/2011		A⁽⁹⁾		185,538		⁽⁷⁾	05/04/2016	Common Stock	185,538	⁽⁹⁾	185,538	I⁽¹⁾	By Raging Capital Fund, LP⁽³⁾
Warrants (right to buy)	$5.75	05/10/2011		D⁽⁹⁾			5,000	⁽⁷⁾	05/04/2016	Common Stock	5,000	⁽⁹⁾	0	D⁽¹⁾
Warrants (right to buy)	$5.75	05/10/2011		A⁽⁹⁾		7,028		⁽⁷⁾	05/04/2016	Common Stock	7,028	⁽⁹⁾	7,028	D⁽¹⁾
Stock Option (right to buy)	$4.5							05/04/2011	05/04/2016	Common Stock	5,000		5,000	D⁽¹⁾

1. Name and Address of Reporting Person^*

MARTIN WILLIAM C

(Last)

(First)

(Middle)

254 WITHERSPOON STREET

(Street)

PRINCETON

08542

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Raging Capital Management, LLC

(Last)

(First)

(Middle)

254 WITHERSPOON STREET

(Street)

PRINCETON

08542

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Raging Capital Fund, LP

(Last)

(First)

(Middle)

254 WITHERSPOON STREET

(Street)

PRINCETON

08542

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Raging Capital Fund (QP), LP

(Last)

(First)

(Middle)

254 WITHERSPOON STREET

(Street)

PRINCETON

08542

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. This Form 4 is filed jointly by Raging Capital Fund, LP ("Raging Capital Fund"), Raging Capital Fund (QP), LP ("Raging Capital Fund QP"), Raging Capital Management, LLC ("Raging Capital") and William C. Martin (collectively, the "Reporting Persons"). Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that collectively owns more than 10% of the Issuer's outstanding shares of Common Stock. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.

2. Represents securities owned directly by Raging Capital Fund QP. As the general partner of Raging Capital Fund QP, Raging Capital may be deemed to beneficially own the securities owned directly by Raging Capital Fund QP. As the managing member of Raging Capital, Mr. Martin may be deemed to beneficially own the securities owned directly by Raging Capital Fund QP.

3. Represents securities owned directly by Raging Capital Fund. As the general partner of Raging Capital Fund, Raging Capital may be deemed to beneficially own the securities owned directly by Raging Capital Fund. As the managing member of Raging Capital, Mr. Martin may be deemed to beneficially own the securities owned directly by Raging Capital Fund.

4. The reported securities are included within 922,580 Units purchased by the Reporting Person for $5.00 per Unit. Each Unit consists of one share of Common Stock and one Warrant to purchase one share of Common Stock.

5. The reported securities are included within 707,420 Units purchased by the Reporting Person for $5.00 per Unit. Each Unit consists of one share of Common Stock and one Warrant to purchase one share of Common Stock.

6. The Class A Convertible Common Stock held by the Reporting Person automatically converted into an equal number of shares of Common Stock, subject to certain adjustments, upon the consummation of the Issuer's initial public offering, which occurred on May 10, 2011.

7. The Warrants are currently exercisable.

8. Reflects certain adjustments.

9. The reported transactions involved a cancellation of the "old" Warrants and the grant of replacement Warrants.

	By: /s/ William C. Martin	05/12/2011
	By: Raging Capital Management, LLC, By: /s/ William C. Martin, Managing Member	05/12/2011
	By: Raging Capital Fund, LP, By: Raging Capital Management, LLC, General Partner, By: /s/ William C. Martin, Managing Member	05/12/2011
	By: Raging Capital Fund (QP), LP, By: Raging Capital Management, LLC, General Partner, By: /s/ William C. Martin, Managing Member	05/12/2011
	** 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 4 (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).
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