4//SEC Filing
RMG Networks Holding Corp 4
Accession 0001193805-15-000799
CIK 0001512074operating
Filed
May 21, 8:00 PM ET
Accepted
May 22, 5:48 PM ET
Size
39.5 KB
Accession
0001193805-15-000799
Insider Transaction Report
Form 4
Wilson Donald R. Jr.
10% Owner
Transactions
- Other
Common Stock, par value $0.0001 per share
2015-05-20−142,857→ 0 total(indirect: By LLC)
Holdings
- 2,354,450(indirect: By LLC)
Common Stock, par value $0.0001 per share
- 1,339,048(indirect: By LLC)
Common Stock, par value $0.0001 per share
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]As of May 20, 2015, SCG Financial Holdings LLC ("Holdings") forfeited 285,714 shares of the Issuer's common stock. The shares were forfeited pursuant to a letter agreement with the Issuer, dated April 12, 2011, which provided that a portion of certain shares held by Holdings were subject to forfeiture to the Issuer at no cost in the event a stock-based condition was not satisfied. DOOH Investments was entitled to receive dividends and the proceeds from any sale of 50% of the shares of Common Stock, or 142,857 shares, held by SCG Holdings, and accordingly, each of DOOH Investments and Wilson had a pecuniary interest in 50%, or 142,857, of the shares of Common Stock held by SCG Holdings.
- [F3]Each of Wilson, DOOH Investments and DOOH Manager 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.
- [F4]The number of shares beneficially owned by Wilson indirectly through DOOH Investments and Holdings reflects a prior distribution (for no consideration) of 619,048 shares of the Issuer's common stock by Holdings to DOOH Investments, which shares had previously been reported by Wilson as being indirectly owned through Holdings.
- [F5]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 Holdings. 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.
- [F6]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.
Issuer
RMG Networks Holding Corp
CIK 0001512074
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001512074
Filing Metadata
- Form type
- 4
- Filed
- May 21, 8:00 PM ET
- Accepted
- May 22, 5:48 PM ET
- Size
- 39.5 KB