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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* Wilson Donald R. Jr. (Last) (First) (Middle) 540 W. MADISON ST., SUITE 2500 (Street) CHICAGO IL 60661 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol RMG Networks Holding Corp [ RMGN ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 12/29/2016
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $0.0001 per share(1)	12/29/2016		X(2)		281,079	A	$0.62	1,620,127	I	By 2012 DOOH Investments LLC(3)
Common Stock, par value $0.0001 per share(1)	12/29/2016		X(2)		494,264	A	$0.62	2,848,914	I	By DRW Commodities, LLC(4)(5)
Common Stock, par value $0.0001 per share(1)	12/29/2016		P(6)		222,154	A	$0.62	1,842,281	I	By 2012 DOOH Investments LLC(3)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Subscription Rights (right to buy)	$0.62	12/29/2016		X(2)			281,079	11/30/2016	12/22/2016	Common Stock	281,079	$0	0	I	By 2012 DOOH Investments LLC(3)
Subscription Rights (right to buy)	$0.62	12/29/2016		X(2)			494,264	11/30/2016	12/22/2016	Common Stock	494,264	$0	0	I	By DRW Commodities, LLC(4)

1. Name and Address of Reporting Person* Wilson Donald R. Jr. (Last) (First) (Middle) 540 W. MADISON ST., SUITE 2500 (Street) CHICAGO IL 60661 (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* DRW Commodities, LLC (Last) (First) (Middle) 540 W. MADISON ST., SUITE 2500 (Street) CHICAGO IL 60661 (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* 2012 DOOH Investments LLC (Last) (First) (Middle) 540 W. MADISON ST., SUITE 2500 (Street) CHICAGO IL 60661 (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* DOOH Investment Manager LLC (Last) (First) (Middle) 540 W. MADISON ST., SUITE 2500 (Street) CHICAGO IL 60661 (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 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.

2. Reflects 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.

3. Wilson 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.

4. Wilson 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.

5. The 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.

6. Reflects 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.

	/s/ Donald R. Wilson, Jr.	12/29/2016
	** Signature of Reporting Person	Date
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