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^*

Wilson Donald R. Jr.

(Last)

(First)

(Middle)

540 W. MADISON ST., SUITE 2500

(Street)

CHICAGO

60661

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
01/08/2013

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, par value $0.0001 per share	01/08/2013		P		1,754,450	A	$10	1,754,450	I	By DRW Commodities, LLC⁽¹⁾
Common Stock, par value $0.0001 per share	01/09/2013		P		600,000	A	$10	2,354,450	I	By DRW Commodities, LLC⁽¹⁾
Common Stock, par value $0.0001 per share								761,905	I	By SCG Financial Holdings LLC⁽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. Donald R. Wilson, Jr. ("Wilson") is the sole manager of DRW Commodities, LLC ("DRW Commodities") and DRW Holdings, LLC ("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

2. Wilson is the sole manager of DOOH Investment Manager LLC ("DOOH Manager"), which is the sole manager of 2012 DOOH Investments LLC ("DOOH Investments"). Wilson is also a manager of, and DOOH Investments owns 705,905 Class A Units issued by, SCG Financial Holdings LLC ("SCG Holdings"), which holds 1,523,810 shares of the Issuer's common stock, par value $0.0001 per share ("Common Stock"). DOOH Investments is entitled to receive dividends and the proceeds from any sale of 50% of the shares of Common Stock held by SCG Holdings and accordingly each of DOOH Investments and Wilson has a pecuniary interest in 50%, or 761,905, of the shares of Common Stock held by SCG Holdings. Wilson otherwise disclaims beneficial ownership of any securities held by SCG Holdings.

	/s/ Donald R. Wilson, Jr.	01/10/2013
	** 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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