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 SCG Financial Acquisition 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) 04/19/2013
	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)	04/19/2013		P		500,000	A	$10	500,000	I	By 2012 DOOH Investments LLC(2)
Common Stock, par value $0.0001 per share	05/09/2013		J(3)		120,000	D	$0	2,354,450	I	By DRW Commodities, LLC(4)
Common Stock, par value $0.0001 per share	05/13/2013		P		100,000	A	(5)	600,000	I	By 2012 DOOH Investments LLC(2)
Common Stock, par value $0.0001 per share								761,905	I	By SCG Financial Holdings LLC(6)(7)

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

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* DRW Holdings, 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. Wilson is the sole manager of DOOH Manager, which is the sole manager of 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"). See footnotes (6) and (7). A majority of the equity of DOOH Investments is owned by the Donald R. Wilson, Jr. 2002 Trust (the "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.

3. In May 2013, the Issuer rescinded its issuance of 120,000 shares of its Common Stock issued to DRW Commodities on February 8, 2013. Accordingly, DRW Commodities surrendered such shares to the Issuer for cancellation on May 9, 2013. DRW Commodities received no consideration in connection with the surrender of such shares.

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. On May 13, 2013, the Issuer issued 100,000 shares of its Common Stock to DOOH Investments pursuant to the terms of a financing commitment entered into between the Issuer and the 2002 Trust, pursuant to which the 2002 Trust provided a standby credit facility to the Issuer. In addition to the securities reported herein, DOOH Investments holds warrants entitling the holder to purchase up to 533,333 shares of the Issuer's Common Stock at an exercise price of $11.50 per share, subject to adjustment. Such warrants are not currently exercisable and will not be exercisable unless and until there is and effective registration statement under the Securities Act covering the shares of common stock issuable upon exercise of such warrants and a current prospectus relating to them is available.

6. SCG Holdings holds 1,523,810 shares of the Issuer's 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, and this report shall not be deemed an admission that Wilson is the beneficial owners of such securities for purposes of Section 16 or otherwise.

7. In addition, SCG Holdings holds warrants entitling the holder to purchase up to 4,000,000 shares of the Issuer's Common Stock at an exercise price of $11.50 per share, subject to adjustment. The Sponsor Warrants are not currently exercisable and will not be exercisable unless and until there is and effective registration statement under the Securities Act covering the shares of common stock issuable upon exercise of the Sponsor Warrants and a current prospectus relating to them is available.

	/s/ Donald R. Wilson, Jr.	05/22/2013
	** Signature of Reporting Person	Date
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