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RMG Networks Holding Corp 4

Accession 0001193805-13-001500

CIK 0001512074operating
View on SEC.govCompany Profile

Filed

Aug 18, 8:00 PM ET

Accepted

Aug 19, 8:37 PM ET

Size

42.4 KB

Accession

0001193805-13-001500

Insider Transaction Report

Form 4
Period: 2013-07-22
RMG Networks Holding CorpRMGN
Wilson Donald R. Jr.
10% Owner
Transactions
  • Other

    Warrant (right to buy)

    2013-07-22+4,000,000→ 4,000,000 total(indirect: By LLC)
    Exercise: $11.50From: 2013-07-22Exp: 2013-04-08→ Common stock (4,000,000 underlying)
  • Other

    Warrant (right to buy)

    2013-07-22+533,333→ 533,333 total(indirect: By LLC)
    Exercise: $11.50From: 2013-07-22Exp: 2018-04-08→ Common stock (533,333 underlying)
  • Purchase

    Common Stock, par value $0.0001 per share

    2013-08-15+120,000→ 620,000 total(indirect: By LLC)
Holdings

  • Common Stock, par value $0.0001 per share

    (indirect: By LLC)
    2,354,450

  • Common Stock, par value $0.0001 per share

    (indirect: By LLC)
    761,905
DRW Commodities, LLC
10% Owner
Transactions
  • Purchase

    Common Stock, par value $0.0001 per share

    2013-08-15+120,000→ 620,000 total(indirect: By LLC)
  • Other

    Warrant (right to buy)

    2013-07-22+533,333→ 533,333 total(indirect: By LLC)
    Exercise: $11.50From: 2013-07-22Exp: 2018-04-08→ Common stock (533,333 underlying)
  • Other

    Warrant (right to buy)

    2013-07-22+4,000,000→ 4,000,000 total(indirect: By LLC)
    Exercise: $11.50From: 2013-07-22Exp: 2013-04-08→ Common stock (4,000,000 underlying)
Holdings

  • Common Stock, par value $0.0001 per share

    (indirect: By LLC)
    2,354,450

  • Common Stock, par value $0.0001 per share

    (indirect: By LLC)
    761,905
DRW Holdings, LLC
10% Owner
Transactions
  • Other

    Warrant (right to buy)

    2013-07-22+533,333→ 533,333 total(indirect: By LLC)
    Exercise: $11.50From: 2013-07-22Exp: 2018-04-08→ Common stock (533,333 underlying)
  • Purchase

    Common Stock, par value $0.0001 per share

    2013-08-15+120,000→ 620,000 total(indirect: By LLC)
  • Other

    Warrant (right to buy)

    2013-07-22+4,000,000→ 4,000,000 total(indirect: By LLC)
    Exercise: $11.50From: 2013-07-22Exp: 2013-04-08→ Common stock (4,000,000 underlying)
Holdings

  • Common Stock, par value $0.0001 per share

    (indirect: By LLC)
    761,905

  • Common Stock, par value $0.0001 per share

    (indirect: By LLC)
    2,354,450
2012 DOOH Investments LLC
10% Owner
Transactions
  • Purchase

    Common Stock, par value $0.0001 per share

    2013-08-15+120,000→ 620,000 total(indirect: By LLC)
  • Other

    Warrant (right to buy)

    2013-07-22+4,000,000→ 4,000,000 total(indirect: By LLC)
    Exercise: $11.50From: 2013-07-22Exp: 2013-04-08→ Common stock (4,000,000 underlying)
  • Other

    Warrant (right to buy)

    2013-07-22+533,333→ 533,333 total(indirect: By LLC)
    Exercise: $11.50From: 2013-07-22Exp: 2018-04-08→ Common stock (533,333 underlying)
Holdings

  • Common Stock, par value $0.0001 per share

    (indirect: By LLC)
    761,905

  • Common Stock, par value $0.0001 per share

    (indirect: By LLC)
    2,354,450
DOOH Investment Manager LLC
10% Owner
Transactions
  • Other

    Warrant (right to buy)

    2013-07-22+533,333→ 533,333 total(indirect: By LLC)
    Exercise: $11.50From: 2013-07-22Exp: 2018-04-08→ Common stock (533,333 underlying)
  • Other

    Warrant (right to buy)

    2013-07-22+4,000,000→ 4,000,000 total(indirect: By LLC)
    Exercise: $11.50From: 2013-07-22Exp: 2013-04-08→ Common stock (4,000,000 underlying)
  • Purchase

    Common Stock, par value $0.0001 per share

    2013-08-15+120,000→ 620,000 total(indirect: By LLC)
Holdings

  • Common Stock, par value $0.0001 per share

    (indirect: By LLC)
    2,354,450

  • Common Stock, par value $0.0001 per share

    (indirect: By LLC)
    761,905
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]On August 15, 2013, the Issuer issued 120,000 shares of its common stock to DOOH Investments pursuant to the terms of the Management Services Agreement, dated August 6, 2013, between the Issuer and DOOH Investments, pursuant to which DOOH Investments agreed to provide management consulting services to the Issuer and its subsidiaries with respect to financing, acquisitions, sourcing, diligence and strategic planning.
  • [F3]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 footnote (5). 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.
  • [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]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 disclaims beneficial ownership of any securities held by SCG Holdings, except to the extent of his indirect pecuniary interest therein 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.
  • [F6]The reported warrants (the "Note Conversion Warrants") were issued upon the conversion of a promissory note issued by the Issuer to DRW Holdings, and subsequently assigned to DOOH Investments, in the principal amount of $400,000. The Note Conversion Warrants were not exercisable until an effective registration statement under the Securities Act of 1933, as amended, covering the shares of common stock issuable upon exercise of the Note Conversion Warrants and a current prospectus relating to such shares was available. Such a registration statement was declared effective on July 18, 2013 and such a prospectus became available on July 22, 2013.
  • [F7]On November 20, 2012, DOOH Investments purchased 761,905 Class A Units of SCG Holdings, the record holder of the reported warrants (the "Sponsor Warrants"). for $2,500,000. The Sponsor Warrants were not exercisable until an effective registration statement under the Securities Act of 1933, as amended, covering the shares of common stock issuable upon exercise of the Sponsor Warrants and a current prospectus relating to such shares was available. Such a registration statement was declared effective on July 18, 2013 and such a prospectus became available on July 22, 2013.

Documents

2 files

Issuer

RMG Networks Holding Corp

CIK 0001512074

→
Entity typeoperating
IncorporatedDE

Related Parties

1
  • filerCIK 0001512074

Filing Metadata

Form type
4
Filed
Aug 18, 8:00 PM ET
Accepted
Aug 19, 8:37 PM ET
Size
42.4 KB
View on SEC.gov