4//SEC Filing
Wilson Donald R. Jr. 4
Accession 0001193805-13-001006
CIK 0001512074other
Filed
May 21, 8:00 PM ET
Accepted
May 22, 5:07 PM ET
Size
38.4 KB
Accession
0001193805-13-001006
Insider Transaction Report
Form 4
Wilson Donald R. Jr.
10% Owner
Transactions
- Purchase
Common Stock, par value $0.0001 per share
2013-04-19$10.00/sh+500,000$5,000,000→ 500,000 total(indirect: By LLC) - Other
Common Stock, par value $0.0001 per share
2013-05-09−120,000→ 2,354,450 total(indirect: By LLC) - Purchase
Common Stock, par value $0.0001 per share
2013-05-13+100,000→ 600,000 total(indirect: By LLC)
Holdings
- 761,905(indirect: By LLC)
Common Stock, par value $0.0001 per share
DRW Holdings, LLC
10% Owner
Transactions
- Other
Common Stock, par value $0.0001 per share
2013-05-09−120,000→ 2,354,450 total(indirect: By LLC) - Purchase
Common Stock, par value $0.0001 per share
2013-05-13+100,000→ 600,000 total(indirect: By LLC) - Purchase
Common Stock, par value $0.0001 per share
2013-04-19$10.00/sh+500,000$5,000,000→ 500,000 total(indirect: By LLC)
Holdings
- 761,905(indirect: By LLC)
Common Stock, par value $0.0001 per share
2012 DOOH Investments LLC
10% Owner
Transactions
- Other
Common Stock, par value $0.0001 per share
2013-05-09−120,000→ 2,354,450 total(indirect: By LLC) - Purchase
Common Stock, par value $0.0001 per share
2013-04-19$10.00/sh+500,000$5,000,000→ 500,000 total(indirect: By LLC) - Purchase
Common Stock, par value $0.0001 per share
2013-05-13+100,000→ 600,000 total(indirect: By LLC)
Holdings
- 761,905(indirect: By LLC)
Common Stock, par value $0.0001 per share
DOOH Investment Manager LLC
10% Owner
Transactions
- Purchase
Common Stock, par value $0.0001 per share
2013-04-19$10.00/sh+500,000$5,000,000→ 500,000 total(indirect: By LLC) - Other
Common Stock, par value $0.0001 per share
2013-05-09−120,000→ 2,354,450 total(indirect: By LLC) - Purchase
Common Stock, par value $0.0001 per share
2013-05-13+100,000→ 600,000 total(indirect: By LLC)
Holdings
- 761,905(indirect: By LLC)
Common Stock, par value $0.0001 per share
DRW Commodities, LLC
10% Owner
Transactions
- Purchase
Common Stock, par value $0.0001 per share
2013-04-19$10.00/sh+500,000$5,000,000→ 500,000 total(indirect: By LLC) - Other
Common Stock, par value $0.0001 per share
2013-05-09−120,000→ 2,354,450 total(indirect: By LLC) - Purchase
Common Stock, par value $0.0001 per share
2013-05-13+100,000→ 600,000 total(indirect: By LLC)
Holdings
- 761,905(indirect: By LLC)
Common Stock, par value $0.0001 per share
Footnotes (7)
- [F1]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.
- [F2]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.
- [F3]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.
- [F4]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.
- [F5]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.
- [F6]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.
- [F7]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.
Documents
Issuer
SCG Financial Acquisition Corp.
CIK 0001512074
Entity typeother
Related Parties
1- filerCIK 0001565352
Filing Metadata
- Form type
- 4
- Filed
- May 21, 8:00 PM ET
- Accepted
- May 22, 5:07 PM ET
- Size
- 38.4 KB