RMG Networks Holding Corp 4
4 · RMG Networks Holding Corp · Filed Dec 29, 2016
Insider Transaction Report
Form 4
Wilson Donald R. Jr.
10% Owner
Transactions
- Purchase
Common Stock, par value $0.0001 per share
2016-12-29$0.62/sh+222,154$137,735→ 1,842,281 total(indirect: By LLC) - Exercise of In-Money
Subscription Rights (right to buy)
2016-12-29−281,079→ 0 total(indirect: By LLC)Exercise: $0.62From: 2016-11-30Exp: 2016-12-22→ Common Stock (281,079 underlying) - Exercise of In-Money
Common Stock, par value $0.0001 per share
2016-12-29$0.62/sh+494,264$306,444→ 2,848,914 total(indirect: By LLC) - Exercise of In-Money
Subscription Rights (right to buy)
2016-12-29−494,264→ 0 total(indirect: By LLC)Exercise: $0.62From: 2016-11-30Exp: 2016-12-22→ Common Stock (494,264 underlying) - Exercise of In-Money
Common Stock, par value $0.0001 per share
2016-12-29$0.62/sh+281,079$174,269→ 1,620,127 total(indirect: By LLC)
Footnotes (6)
- [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]Reflects the exercise of subscription rights held by DOOH Investments and DRW Commodities, as applicable, pursuant to the Issuer's rights offering announced on November 30, 2016.
- [F3]Wilson is the sole manager of DOOH Manager, which is the sole manager of DOOH Investments. A majority of the equity of DOOH Investments is owned by the Donald R. Wilson, Jr. 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]The number of shares of Common Stock beneficially owned through DRW Commodities following the reported transactions includes 200 shares of Common Stock that were previously omitted from the Reporting Persons' Form 3 and subsequent Form 4 filings.
- [F6]Reflects the purchase of shares of Common Stock pursuant to the Standby Purchase Agreement (the "Purchase Agreement"), dated as of November 30, 2016, among DRW Commodities, DOOH Investments, Children's Trust C/U The Donald R. Wilson 2009 GRAT #1 (the "Trust") and the Issuer. On December 21, 2016, DRW Commodities assigned its right to purchase Common Stock pursuant to the Purchase Agreement to the Trust.