UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

(Amendment No. ________)*

 

RMG Networks Holding Corporation

(Name of Issuer)

 

Common

(Title of Class of Securities)

 

74966K300

(CUSIP Number)

 

September 4, 2018

(Date of Event which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule 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 disclosures provided in a prior cover page.

 

The information required on 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).

 

 

 

 

         
CUSIP No. 74966K300   13G   Page 2 of 5 Pages

         
1.  

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

  

Roger M. Klein

   
2.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(see instructions)

(a)     ¨

(b)     ¨

   
3.  

SEC USE ONLY

 

   
4.  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Massachusetts

   

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON WITH

  5.  

SOLE VOTING POWER

 

566,726 *see Note 1*

  6.  

SHARED VOTING POWER

 

0

  7.  

SOLE DISPOSITIVE POWER

 

566,726 *see Note 1*

  8.  

SHARED DISPOSITIVE POWER

 

0

9.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

566,726 *see Note 1*

   
10.  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

(see instructions)     ¨

 

   
11.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

5.07989%

   
12.  

TYPE OF REPORTING PERSON (see instructions)

 

IN

   

 

 

         
CUSIP No. 74966K300   13G   Page 3 of 5 Pages
         

Item 1.

  (a)

Name of Issuer

RMG Networks Holding Corporation

     
  (b)

Address of Issuer’s Principal Executive Offices

15301 Dallas Parkway, Suite 500

Dallas, TX 75001

     

Item 2.

  (a)

Name of Person Filing

Roger M. Klein

     
  (b)

Address of the Principal Office or, if none, residence

PO Box 610102

Newton, MA 02461

     
  (c)

Citizenship

Massachusetts

     
  (d)

Title of Class of Securities

Common

     
  (e)

CUSIP Number

74966K300

     

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:

 

  (a) ¨ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
       
  (b) ¨ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
       
  (c) ¨ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
       
  (d) ¨ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
       
  (e) ¨ An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
       
  (f) ¨ An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
       
  (g) ¨ A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
       
  (h) ¨ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
       
  (i) ¨ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
       
  (j) ¨ Group, in accordance with §240.13d-1(b)(1)(ii)(J).
       

 

 

 

 

CUSIP No. 74966K300   13G   Page 4 of 5 Pages
         

Item 4.  Ownership.

 

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

       
  (a) Amount beneficially owned:  566,726 *see Note 1*
       
  (b) Percent of class:  5.07989%
       
  (c) Number of shares as to which the person has:
       
    (i) Sole power to vote or to direct the vote  566,726 *see Note 1*
       
    (ii) Shared power to vote or to direct the vote  0
       
    (iii) Sole power to dispose or to direct the disposition of  566,726 *see Note 1*
       
    (iv) Shared power to dispose or to direct the disposition of  0
       

Instruction . For computations regarding securities which represent a right to acquire an underlying security see §240.13d-3(d)(1).

 

*Note 1* The filing of this Schedule 13G shall not be construed as an admission that the reporting person or any of his affiliates is the beneficial owner of any securities covered by this Schedule 13G for any other purposes than Section 13(d) of the Securities Exchange Act of 1934.

 

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     ¨ .

 

Instruction . Dissolution of a group requires a response to this item.

 

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.

 

Not Applicable

 

Item 8.  Identification and Classification of Members of the Group.

 

Not Applicable

 

Item 9.  Notice of Dissolution of Group.

 

Not Applicable

 

Item 10.  Certification.

 

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.

 

 

 

CUSIP No. 74966K300   13G   Page 5 of 5 Pages
         

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.

   
 

9/12/2018

Date

 

   
 

/s/ Roger M. Klein

Signature

 

   
 

Roger M. Klein

Name/Title

 

   

 

 

 

 

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