Statement of Changes in Beneficial Ownership (4)
December 29 2016 - 4:38PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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
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1. Name and Address of Reporting Person
*
Children's Trust C/U The Donald R. Wilson 2009 GRAT #1
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2. Issuer Name
and
Ticker or Trading Symbol
RMG Networks Holding Corp
[
RMGH
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
C/O DRW HOLDINGS, LLC,, 540 W. MADISON STREET, SUITE 2500
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3. Date of Earliest Transaction
(MM/DD/YYYY)
12/29/2016
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(Street)
CHICAGO, IL 60661
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock, par value $0.0001 per share
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12/29/2016
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X
(1)
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1819219
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A
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$0.62
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10485885
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D
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Common Stock, par value $0.0001 per share
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12/29/2016
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P
(2)
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1828445
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A
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$0.62
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12314330
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Subscription Rights (right to buy)
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$0.62
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12/29/2016
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X
(1)
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1819219
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11/30/2016
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12/27/2016
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Common Stock
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1819219
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$0
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0
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D
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Explanation of Responses:
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(
1)
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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.
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(
2)
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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, LLC, 2012 DOOH Investments LLC, the Reporting Person and the Issuer. On December 21, DRW Commodities, LLC assigned its right to purchase Common Stock pursuant to the Purchase Agreement to the Reporting Person.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Children's Trust C/U The Donald R. Wilson 2009 GRAT #1
C/O DRW HOLDINGS, LLC,
540 W. MADISON STREET, SUITE 2500
CHICAGO, IL 60661
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X
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Signatures
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/s/ Jennifer Wilson, as trustee
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12/29/2016
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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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