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 *

Sachs Gregory H 		2. Issuer Name and Ticker or Trading Symbol

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

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

520 LAKE COOK ROAD, SUITE 650 		3. Date of Earliest Transaction (MM/DD/YYYY)

7/10/2014
(Street)

DEERFIELD, IL 60015
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ 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   7/10/2014     J (1)    425848   A $0   437456   I   By Revocable Trust  
Common Stock   7/10/2014     J (1)    116950   A $0   116950   I   By Family Trust  
Common Stock                  142857   I   See Footnote 2   (2)

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
Warrants   $11.50   7/10/2014     J   (1)    1600000         (3)   (3) Common Stock   1600000   $0   2133333   I   By revocable Trust  
Warrants   $11.50   7/10/2014     J   (1)    400000         (3)   (3) Common Stock   400000   $0   400000   I   By Family Trust  

Explanation of Responses:
( 1)  Distribution from SCG Financial Holdings LLC, an Illinois limited liability company (the "Sponsor").
( 2)  These shares are owned of record by the Sponsor and are subject to forfeiture in the event that the last sale price of the Issuer's Common Stock does not equal or exceed $12.00 per share for any 20 trading days within any 30 trading day period within 24 months following the closing of the Issuer's initial business combination ("Business Combination"). Gregory H. Sachs is the trustee and beneficiary of a revocable trust and the children of Mr. Sachs are the beneficiaries under a separate trust, both of which are members of the Sponsor. Mr. Sachs is thereby an indirect holder of securities of the Issuer through the trusts' membership interests in the Sponsor. Gregory H. Sachs is a manager of the Sponsor and ultimately controls the voting and dispositive power of 142,857 shares of Common Stock of the Issuer owned by the Sponsor. The Reporting Person disclaims beneficial ownership of any shares of Common Stock of the Issuer over which he does not have a pecuniary interest.
( 3)  The Warrants became exercisable 30 days following the completion of the Business Combination and will expire five years after completion of the Business Combination.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Sachs Gregory H
520 LAKE COOK ROAD, SUITE 650
DEERFIELD, IL 60015 		X
Executive Chairman

Signatures
/s/ Gregory H. Sachs 7/10/2014
** 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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