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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
RMG Networks Holding Corp [ RMGN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/10/2014 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 07/10/2014 | J(1) | 425,848 | A | $0 | 437,456 | I | By Revocable Trust | ||
Common Stock | 07/10/2014 | J(1) | 116,950 | A | $0 | 116,950 | I | By Family Trust | ||
Common Stock | 142,857 | I | See Footnote 2(2) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Warrants | $11.5 | 07/10/2014 | J(1) | 1,600,000 | (3) | (3) | Common Stock | 1,600,000 | $0 | 2,133,333 | I | By revocable Trust | |||
Warrants | $11.5 | 07/10/2014 | J(1) | 400,000 | (3) | (3) | Common Stock | 400,000 | $0 | 400,000 | I | By Family Trust |
Explanation of Responses: |
1. Distribution from SCG Financial Holdings LLC, an Illinois limited liability company (the "Sponsor"). |
2. These shares are owned of record by the Sponsor and are subject to forfeiture in the event that the last sale price of the Issuer's Common Stock does not equal or exceed $12.00 per share for any 20 trading days within any 30 trading day period within 24 months following the closing of the Issuer's initial business combination ("Business Combination"). Gregory H. Sachs is the trustee and beneficiary of a revocable trust and the children of Mr. Sachs are the beneficiaries under a separate trust, both of which are members of the Sponsor. Mr. Sachs is thereby an indirect holder of securities of the Issuer through the trusts' membership interests in the Sponsor. Gregory H. Sachs is a manager of the Sponsor and ultimately controls the voting and dispositive power of 142,857 shares of Common Stock of the Issuer owned 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. |
3. The Warrants became exercisable 30 days following the completion of the Business Combination and will expire five years after completion of the Business Combination. |
/s/ Gregory H. Sachs | 07/10/2014 | |
** 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). | ||
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. |