0001213900-14-000836.txt : 20140213 0001213900-14-000836.hdr.sgml : 20140213 20140213150227 ACCESSION NUMBER: 0001213900-14-000836 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140213 DATE AS OF CHANGE: 20140213 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: RMG Networks Holding Corp CENTRAL INDEX KEY: 0001512074 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 274452594 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-86187 FILM NUMBER: 14605338 BUSINESS ADDRESS: STREET 1: 615 N. WABASH CITY: CHICAGO STATE: IL ZIP: 60611 BUSINESS PHONE: 972-543-9502 MAIL ADDRESS: STREET 1: 615 N. WABASH CITY: CHICAGO STATE: IL ZIP: 60611 FORMER COMPANY: FORMER CONFORMED NAME: SCG Financial Acquisition Corp. DATE OF NAME CHANGE: 20110203 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Cohen Steven CENTRAL INDEX KEY: 0001579844 FILING VALUES: FORM TYPE: SC 13G/A MAIL ADDRESS: STREET 1: 3 HIGHLAND COURT CITY: OLD WESTBURY STATE: NY ZIP: 11568 SC 13G/A 1 sc13ga1213steven_rmgnetwork.htm AMENDMENT NO. 1 TO SCHEDULE 13G sc13ga1213steven_rmgnetwork.htm
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 
SCHEDULE 13G
(Rule 13d-102)


INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)

(Amendment No. 1)*

RMG Networks Holding Corp.
(Name of Issuer)
 
Common Stock, $0.0001 par value
(Title of Class of Securities)

74966K102
(CUSIP Number)

December 31, 2013
(Date of Event Which Requires Filing of this Statement)


Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
    o
Rule 13d-1(b)
    x
Rule 13d-1(c)
    o
Rule 13d-1(d)
  
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
 
 
 
 
CUSIP No. 74966K102
 
13G
 
Page 2 of 5 Pages
 
 
1
 
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
 
Steven Cohen
 
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)(a)  o
                                                                                                                                                                  (b)  o
 
 
 
3
 
SEC USE ONLY
 
 
 
4
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
 
 
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
5
 
SOLE VOTING POWER
 
1,257,070 Shares
 
6
 
SHARED VOTING POWER
 
0 Shares
 
7
 
SOLE DISPOSITIVE POWER
 
1,257,070 Shares
 
8
 
SHARED DISPOSITIVE POWER
 
0 Shares
 
9
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,257,070 Shares
 
10
 
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
 
 
 
11
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
9.6%
 
12
 
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
 

 
 
 
 
 
CUSIP No. 74966K102
 
13G
 
Page 3 of 5 Pages
 
Item 1(a).
Name of Issuer:
   
 
RMG Networks Holding Corp.
   
Item 1(b.)
Address of Issuer=s Principal Executive Offices:
   
 
500 North Central Expressway, Suite 175, Plano, Texas 75074
   
Item 2(a).
Name of Persons Filing:
   
 
Steven Cohen
   
Item 2(b).
Address of Principal Business Office or, if None, Residence:
   
 
The business address of Mr. Cohen is 3 Highland Court, Old Westbury, New York 11568
   
Item 2(c).
Citizenship:
   
 
Mr. Cohen is a United States citizen.
   
Item 2(d).
Title of Class of Securities:
   
 
Common Stock, par value $.0001 per share
   
Item 2(e).
CUSIP Number:
   
 
74966K102

Item 3.
If This Statement is Filed Pursuant to Rules 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:

 
(a)
 o
Broker or dealer registered under Section 15 of the Exchange Act;
 
(b)
 o
Bank as defined in Section 3(a)(6) of the Exchange Act;
 
(c)
 o
Insurance company as defined in Section 3(a)(19) of the Exchange Act;
 
(d)
 o
Investment company registered under Section 8 of the Investment Company Act;
 
(e)
 o
An investment adviser in accordance with Rule 13d-1(b)(ii)(E);
 
(f)
 o
An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
 
(g)
 o
A parent holding company or control person in accordance with Rule 13d-1(b)(ii)(G)
 
(h)
 o
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
 
(i)
 o
A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
 
(j)
 o
Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
 
 
 
 
 
 
CUSIP No. 74966K102
 
13G
 
Page 4 of 5 Pages

Item 4.
Ownership

 
(a)
Amount beneficially owned:
     
   
Mr. Cohen beneficially owns 1,257,070 shares of common stock, which shares are issuable upon exercise of presently exercisable warrants.
     
 
(b)
Percent of Class:
     
   
9.6%
     
 
(c)
Number of shares as to which such person has:
       
   
(i)
Sole power to vote or to direct the vote:
     
1,257,070 shares
       
   
(ii)
Shared power to vote or to direct the vote:
     
0 shares
       
   
(iii)
Sole power to dispose or to direct the disposition of:
     
1,257,070 shares
       
   
(iv)
Shared power to dispose or to direct the disposition of:
     
0 shares

Item 5.          Ownership of Five Percent or Less of a Class
 
  If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following:

Item 6.          Ownership of More than Five Percent on Behalf of Another Person.

              Not Applicable.

Item 7.          Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

  Not Applicable.

Item 8.          Identification and Classification of Members of the Group.

                      Not Applicable.

Item 9.          Notice of Dissolution of Group.

                      Not Applicable.

Item 10.        Certifications.

  By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

 
 
 
 
 
CUSIP No. 74966K102
 
13G
 
Page 5  of 5 Pages
 
SIGNATURE
     
 After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
Dated:  February 13, 2014

 
/s/ Steven Cohen
 
Steven Cohen