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^*

Sachs Gregory H

(Last)

(First)

(Middle)

615 N. WABASH AVENUE

(Street)

CHICAGO

60611

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SCG Financial Acquisition Corp. [ SCGQ ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chairman, CEO and President

3. Date of Earliest Transaction (Month/Day/Year)
11/20/2012

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

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

X	Form filed by One Reporting Person
	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	11/20/2012		D		761,905	D	⁽¹⁾ ⁽²⁾	761,905	I	See Footnoes ⁽¹⁾ ⁽²⁾

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)

Explanation of Responses:

1. Gregory H. Sachs is the trustee and beneficiary of a revocable trust and the children of Mr. Sachs are the beneficiaries a separate trust, both of which are members of that is a member of SCG Financial Holdings LLC, an Illinois limited liability company and the sponsor of the Issuer (the "Sponsor"). Mr. Sachs is thereby an indirect holder of securities of the Issuer through the trusts' membership interests in in the Sponsor. On November 20, 2012, 2012 DOOH Investments LLC, an Illinois limited liability company, purchased 50% of the membership interests in the Sponsor. Following such transaction, Gregory H. Sachs and Donald R. Wilson, Jr. are each managers of the Sponsor and each ultimately control the voting and dispositive power of 761,905 shares of Common Stock of the Issuer.

2. Gregory H. Sachs may be deemed to have beneficial ownership of 761,905 shares of Common Stock of the Issuer held by the Sponsor. The Reporting Person disclaims beneficial ownership of any shares of Common Stock of the Issuer over which he does not have a pecuniary interest. As contemplated, in connection with the Issuer's initial public offering, 228,571 shares of Common Stock of the Issuer beneficially owned by Sponsor were returned to the Issuer for no consideration and cancelled because the underwriters' over-allotment option was not exercised pursuant to the Letter Agreement, dated April 12, 2011 by and among the Issuer, the Sponsor, Gregory H. Sachs and the members of the Sponsor.

	/s/ Gregory H. Sachs	11/30/2012
	** Signature of Reporting Person	Date
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