UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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RMG NETWORKS HOLDING CORPORATION
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(Name of Issuer)
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COMMON STOCK, $0.0001 PAR VALUE PER SHARE
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(Title of Class of Securities)
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74966K102
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(CUSIP Number)
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December 31, 2013
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(Date of Event Which Requires Filing of this Statement)
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Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP No. 74966K102
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1
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Names of Reporting Persons
Park West Asset Management LLC
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
o
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(b)
o
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3
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SEC USE ONLY
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4
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Citizenship or Place of Organization
Delaware
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Number of Shares Beneficially Owned by
Each Reporting Person With:
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5
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Sole Voting Power
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951,300*
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6
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Shared Voting Power
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0
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7
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Sole Dispositive Power
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951,300*
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8
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Shared Dispositive Power
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0
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
951,300*
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions):
o
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11
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Percent of Class Represented by Amount in Row (9)
8.1%*
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12
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Type of Reporting Person (See Instructions)
IA
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* The beneficial ownership percentage is based upon 11,769,593 shares of common stock, par value $0.0001 per share (“Common Shares”), of RMG Networks Holding Corporation, a Delaware corporation (the “Company”), deemed issued and outstanding as of November 13, 2013, based on information reported by the Company in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2013, and filed with the Securities and Exchange Commission on November 14, 2013. Park West Asset Management LLC (“PWAM”) is the investment manager to Park West Investors Master Fund, Limited, a Cayman Islands exempted company (“PWIMF”), and Park West Partners International, Limited, a Cayman Islands exempted company (“PWPI” and, together with PWIMF, the “PW Funds”). As of December 31, 2013, PWIMF held 784,041 Common Shares and PWPI held 167,259 Common Shares. PWAM, as the investment manager to the PW Funds, and Peter S. Park, as the sole member and manager of PWAM (“Mr. Park”), may be deemed to beneficially own the 951,300 Common Shares deemed to be held in the aggregate by the PW Funds. As a result of the foregoing, for purposes of Reg. Section 240.13d-3, PWAM and Mr. Park are deemed to beneficially own 951,300 Common Shares, or 8.1% of the Common Shares deemed to be issued and outstanding as of December 31, 2013.
2
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CUSIP No. 74966K102
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1
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Names of Reporting Persons
Peter S. Park
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
o
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(b)
o
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3
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SEC USE ONLY
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4
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Citizenship or Place of Organization
United States of America
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Number of Shares Beneficially Owned by
Each Reporting Person With:
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5
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Sole Voting Power
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951,300*
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6
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Shared Voting Power
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0
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7
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Sole Dispositive Power
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951,300*
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8
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Shared Dispositive Power
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0
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
951,300*
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions):
o
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11
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Percent of Class Represented by Amount in Row (9)
8.1%*
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12
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Type of Reporting Person (See Instructions)
IN
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* The beneficial ownership percentage is based upon 11,769,593 shares of common stock, par value $0.0001 per share (“Common Shares”), of RMG Networks Holding Corporation, a Delaware corporation (the “Company”), deemed issued and outstanding as of November 13, 2013, based on information reported by the Company in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2013, and filed with the Securities and Exchange Commission on November 14, 2013. Park West Asset Management LLC (“PWAM”) is the investment manager to Park West Investors Master Fund, Limited, a Cayman Islands exempted company (“PWIMF”), and Park West Partners International, Limited, a Cayman Islands exempted company (“PWPI” and, together with PWIMF, the “PW Funds”). As of December 31, 2013, PWIMF held 784,041 Common Shares and PWPI held 167,259 Common Shares. PWAM, as the investment manager to the PW Funds, and Peter S. Park, as the sole member and manager of PWAM (“Mr. Park”), may be deemed to beneficially own the 951,300 Common Shares deemed to be held in the aggregate by the PW Funds. As a result of the foregoing, for purposes of Reg. Section 240.13d-3, PWAM and Mr. Park are deemed to beneficially own 951,300 Common Shares, or 8.1% of the Common Shares deemed to be issued and outstanding as of December 31, 2013.
3
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CUSIP No. 74966K102
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1
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Names of Reporting Persons
Park West Investors Master Fund, Ltd.
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
o
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(b)
o
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3
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SEC USE ONLY
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4
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Citizenship or Place of Organization
Cayman Islands
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Number of Shares Beneficially Owned by
Each Reporting Person With:
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5
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Sole Voting Power
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784,041*
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6
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Shared Voting Power
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0
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7
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Sole Dispositive Power
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784,041*
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8
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Shared Dispositive Power
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0
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
784,041*
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions):
o
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11
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Percent of Class Represented by Amount in Row (9)
6.7%*
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12
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Type of Reporting Person (See Instructions)
CO
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* The beneficial ownership percentage is based upon 11,769,593 shares of common stock, par value $0.0001 per share (“Common Shares”), of RMG Networks Holding Corporation, a Delaware corporation (the “Company”), deemed issued and outstanding as of November 13, 2013, based on information reported by the Company in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2013, and filed with the Securities and Exchange Commission on November 14, 2013. As of December 31, 2013, Park West Investors Master Fund, Limited, a Cayman Islands exempted company (“PWIMF”) held 784,041 Common Shares, or 6.7% of the Common Shares deemed to be issued and outstanding as of December 31, 2013.
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Item 1(a).
Name of Issuer.
RMG Networks Holding Corporation (the “Company”)
Item 1(b).
Address of Issuer's Principal Executive Offices.
500 North Central Expessway
Suite 175
Plano, TX 75074
Item 2(a).
Name of Person Filing.
This report on Schedule 13G (this “Schedule 13G”), is being jointly filed by (i) Park West Asset Management LLC (“PWAM”), a Delaware limited liability company and the investment manager to (a) Park West Investors Master Fund, Limited (“PWIMF”), a Cayman Islands exempted company that is the holder of 784,041 shares of common stock, par value $0.0001 per share (“Common Shares”), of the Company reported on this Schedule 13G, and (b) Park West Partners International, Limited (“PWPI” and, together with PWIMF, the “PW Funds”), a Cayman Islands exempted company that is the holder of 167,259 Common Shares reported on this Schedule 13G; (ii) Peter S. Park, as the sole member and manager of PWAM (“Mr. Park”); and (iii) PWIMF (collectively with Mr. Park and PWAM, the “Reporting Persons”).
The 951,300
Common Shares held in the aggregate by the PW Funds, which constitute 8.1% of the Common Shares deemed to be outstanding as of December 31, 2013, may be deemed to be beneficially owned (x) indirectly by PWAM, as the investment adviser to PWIMF and PWPI, and (y) indirectly by Mr. Park, as the sole member and manager of PWAM.
As of December 31, 2013, PWIMF held 784,041 Common Shares, constituting
6.7
% of the Common Shares deemed to be issued and outstanding as of such date.
Item 2(b).
Address of Principal Business Office or if None, Residence.
The address for the Reporting Persons is: 900 Larkspur Landing Circle, Suite 165, Larkspur, California 94939.
Item 2(c).
Citizenship.
PWAM is organized under the laws of the State of Delaware. Mr. Park is a citizen of the United States. PWIMF is a Cayman Islands exempted company.
Item 2(d).
Title of Class of Securities.
Common Shares, par value $0.0001 per share.
Item 2(e).
CUSIP No.
Item 3.
If This Statement Is Filed Pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the Person Filing is a:
Not Applicable
Item 4.
Ownership.
As reported in the cover pages to this report, the ownership information with respect to each of PWAM and Mr. Park is as follows:
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(a) Amount Beneficially Owned:
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951,300*
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(b) Percent of Class:
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8.1%*
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(c) Number of Shares as to which the person has:
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(i) sole power to vote or to direct the vote
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951,300*
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(ii) shared power to vote or to direct the vote
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0
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(iii) sole power to dispose or to direct the disposition of
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951,300*
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(iv) shared power to dispose or to direct the disposition of
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0
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As reported in the cover pages to this report, the ownership information with respect to PWIMF is as follows:
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(a) Amount Beneficially Owned:
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784,041*
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(b) Percent of Class:
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6.7%*
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(c) Number of Shares as to which the person has:
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(i) sole power to vote or to direct the vote
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784,041*
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(ii) shared power to vote or to direct the vote
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0
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(iii) sole power to dispose or to direct the disposition of
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784,041*
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(iv) shared power to dispose or to direct the disposition of
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0
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_________________________________
* This Schedule 13G is being jointly filed by (i) PWAM, a Delaware limited liability company and the investment manager to (a) PWIMF, a Cayman Islands exempted company that is the holder of 784,041 Common Shares reported on this Schedule 13G, and (b) PWPI, a Cayman Islands exempted company that is the holder of 167,259 Common Shares reported on this Schedule 13G; (ii) Peter S. Park, as the sole member and manager of PWAM; and (iii) PWIMF.
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The 951,300
Common Shares held in the aggregate by the PW Funds, which constitute 8.1% of the Common Shares deemed to be outstanding as of December 31, 2013, may be deemed to be beneficially owned (x) indirectly by PWAM, as the investment adviser to PWIMF and PWPI, and (y) indirectly by Mr. Park, as the sole member and manager of PWAM.
As of December 31, 2013, PWIMF held 784,041 Common Shares, constituting 6.7% of the Common Shares deemed to be issued and outstanding as of such date.
The foregoing beneficial ownership percentages are based upon 11,769,593 Common Shares of Company deemed issued and outstanding as of November 13, 2013, based on information reported by the Company in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2013, and filed with the Securities and Exchange Commission on November 14, 2013.
Item 5.
Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following:
o
Item 6.
Ownership of More than Five Percent on Behalf of Another Person.
Not Applicable.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company
or Control Person.
Not Applicable.
Item 8.
Identification and Classification of Members of the Group.
Not Applicable.
Item 9.
Notice of Dissolution of Group.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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February 14, 2014
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PARK WEST ASSET MANAGEMENT LLC
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By:
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/s/ James J. Watson
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Name: James J. Watson
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Title: Chief Financial Officer
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PARK WEST INVESTORS MASTER FUND, LIMITED
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By:
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Park West Asset Management LLC,
its Investment Manager
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By:
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/s/ James J. Watson
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Name: James J. Watson
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Title: Chief Financial Officer
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/s/ Peter S. Park
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Peter S. Park
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Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (See 18 U.S.C. 1001)
8
Exhibit A
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of them of a statement on Schedule 13G (including amendments thereto) with respect to the common stock, par value $0.0001 per share, of RMG Networks Holding Corporation, and further agree that this Joint Filing Agreement be included as Exhibit A to such Schedule 13G. In evidence thereof, the undersigned hereby execute this agreement this 14th day of February, 2014.
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PARK WEST ASSET MANAGEMENT LLC
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By:
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/s/ James J. Watson
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Name: James J. Watson
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Title: Chief Financial Officer
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PARK WEST INVESTORS MASTER FUND, LIMITED
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By:
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Park West Asset Management LLC,
its Investment Manager
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By:
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/s/ James J. Watson
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Name: James J. Watson
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Title: Chief Financial Officer
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/s/ Peter S. Park
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Peter S. Park
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