FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Wilson Donald R. Jr. 		2. Issuer Name and Ticker or Trading Symbol

RMG Networks Holding Corp [ RMGN ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      __ X __ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

540 W. MADISON ST., SUITE 2500 		3. Date of Earliest Transaction (MM/DD/YYYY)

12/29/2016
(Street)

CHICAGO, IL 60661
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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) 12/29/2016     X (2)    281079   A $0.62   1620127   I   By 2012 DOOH Investments LLC   (3)
Common Stock, par value $0.0001 per share   (1) 12/29/2016     X (2)    494264   A $0.62   2848914   I   By DRW Commodities, LLC   (4) (5)
Common Stock, par value $0.0001 per share   (1) 12/29/2016     P (6)    222154   A $0.62   1842281   I   By 2012 DOOH Investments LLC   (3)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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
Subscription Rights (right to buy)   $0.62   12/29/2016     X   (2)       281079    11/30/2016   12/22/2016   Common Stock   281079   $0   0   I   By 2012 DOOH Investments LLC   (3)
Subscription Rights (right to buy)   $0.62   12/29/2016     X   (2)       494264    11/30/2016   12/22/2016   Common Stock   494264   $0   0   I   By DRW Commodities, LLC   (4)

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)  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.
( 3)  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.
( 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)  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.
( 6)  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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Wilson Donald R. Jr.
540 W. MADISON ST., SUITE 2500
CHICAGO, IL 60661
X

DRW Commodities, LLC
540 W. MADISON ST., SUITE 2500
CHICAGO, IL 60661
X

2012 DOOH Investments LLC
540 W. MADISON ST., SUITE 2500
CHICAGO, IL 60661
X

DOOH Investment Manager LLC
540 W. MADISON ST., SUITE 2500
CHICAGO, IL 60661
X


Signatures
/s/ Donald R. Wilson, Jr. 12/29/2016
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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