Amended Statement of Ownership (sc 13g/a)

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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(b)

(Amendment No. 1)*

RMG Networks Holding Corp.

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(Name of Issuer)

 

Common Stock, $0.0001 par value

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(Title of Class of Securities)

74966K102

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(CUSIP Number)

December 31, 2013

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(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

o	Rule 13d-1(b)
x	Rule 13d-1(c)
o	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 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 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

13G

Page 2 of 5 Pages

 

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)   Steven Cohen
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)  o                                                                                                                                                                   (b)  o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION   United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER   1,257,070 Shares
		6	SHARED VOTING POWER   0 Shares
		7	SOLE DISPOSITIVE POWER   1,257,070 Shares
		8	SHARED DISPOSITIVE POWER   0 Shares
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   1,257,070 Shares
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   9.6%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN

 

 

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CUSIP No. 74966K102

13G

Page 3 of 5 Pages

 

Item 1(a).	Name of Issuer:
	RMG Networks Holding Corp.
Item 1(b.)	Address of Issuer = s Principal Executive Offices:
	500 North Central Expressway, Suite 175, Plano, Texas 75074
Item 2(a).	Name of Persons Filing:
	Steven Cohen
Item 2(b).	Address of Principal Business Office or, if None, Residence:
	The business address of Mr. Cohen is 3 Highland Court, Old Westbury, New York 11568
Item 2(c).	Citizenship:
	Mr. Cohen is a United States citizen.
Item 2(d).	Title of Class of Securities:
	Common Stock, par value $.0001 per share
Item 2(e).	CUSIP Number:
	74966K102

Item 3.

If This Statement is Filed Pursuant to Rules 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:

	(a)	o	Broker or dealer registered under Section 15 of the Exchange Act;
	(b)	o	Bank as defined in Section 3(a)(6) of the Exchange Act;
	(c)	o	Insurance company as defined in Section 3(a)(19) of the Exchange Act;
	(d)	o	Investment company registered under Section 8 of the Investment Company Act;
	(e)	o	An investment adviser in accordance with Rule 13d-1(b)(ii)(E);
	(f)	o	An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
	(g)	o	A parent holding company or control person in accordance with Rule 13d-1(b)(ii)(G)
	(h)	o	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
	(i)	o	A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
	(j)	o	Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

 

 

 

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CUSIP No. 74966K102

13G

Page 4 of 5 Pages

Item 4.

Ownership

	(a)	Amount beneficially owned:
		Mr. Cohen beneficially owns 1,257,070 shares of common stock, which shares are issuable upon exercise of presently exercisable warrants.
	(b)	Percent of Class:
		9.6%
	(c)	Number of shares as to which such person has:
		(i)	Sole power to vote or to direct the vote:
			1,257,070 shares
		(ii)	Shared power to vote or to direct the vote:
			0 shares
		(iii)	Sole power to dispose or to direct the disposition of:
			1,257,070 shares
		(iv)	Shared power to dispose or to direct the disposition of:
			0 shares

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:

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.

                      Not Applicable.

Item 10.        Certifications.

  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, other than activities solely in connection with a nomination under § 240.14a-11.

 

 

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CUSIP No. 74966K102

13G

Page 5  of 5 Pages

 

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.

 

Dated:  February 13, 2014

	/s/ Steven Cohen
	Steven Cohen

 

 

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