Statement of Changes in Beneficial Ownership (4)

FORM 4 [ X ] 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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response... 0.5
	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 * PAR INVESTMENT PARTNERS LP	2. Issuer Name and Ticker or Trading Symbol RMG Networks Holding Corp [ RMGN ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director                      __ X __ 10% Owner _____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle) ONE INTERNATIONAL PLACE, SUITE 2410	3. Date of Earliest Transaction (MM/DD/YYYY) 3/27/2014
(Street) BOSTON, MA 02110 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) ___ Form filed by One Reporting Person _ X _ 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	3/27/2014		P		112293	A	$0.00   (3)	1112293	I   (1)	See Footnote   (1)

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
Common Stock Warrants (right to buy)	$11.50	3/27/2014		S			898344	(3)	(3)	Common Stock	898344	$0.00   (4)	0   (4)	I   (2)	See footnote   (2)

Explanation of Responses:
( 1)	These shares are held directly by PAR Investment Partners, L.P. ("PAR Investment Partners"). PAR Group, L.P. ("PAR Group") is the general partner of PAR Investment Partners. PAR Capital Management, Inc. ("PAR Capital Management") is the general partner of PAR Group. Each of PAR Group and PAR Capital Management disclaim Section 16 beneficial ownership except to the extent, if any, of their respective pecuniary interests in the shares, and this report shall not be deemed an admission that PAR Group or PAR Capital Management were the beneficial owners of any such securities, except to the extent of such entities' pecuniary interests therein, if any, by virtue of such entities' ownership interests in PAR Investment Partners.
( 2)	The warrants were held directly by PAR Investment Partners. Each of PAR Group and PAR Capital Management disclaim Section 16 beneficial ownership except to the extent, if any, of their respective pecuniary interests in the warrants, and this report shall not be deemed an admission that PAR Group or PAR Capital Management were the beneficial owners of any such securities, except to the extent of such entities' pecuniary interests therein, if any, by virtue of such entities' ownership interests in PAR Investment Partners.
( 3)	The warrants were not exercisable for shares of common stock until, at the earliest, 30 days after the first date on which the Issuer completed its initial business combination, or May 8, 2013, subject to the satisfaction of certain conditions by the Issuer with respect to an effective registration statement and related prospectus under the Securities Act of 1933, as amended, covering the shares of common stock, $0.0001 par value per share, of the Issuer issuable upon exercise of the warrants. Generally, the expiration date of the warrants was 5:00 p.m., New York City time on the earliest to occur of: (1) the date that was five years after the date on which the Issuer completed its initial business combination, or April 8, 2018, (2) the liquidation of the Issuer or (3) any redemption date fixed by the Issuer on which the Issuer elected to redeem all of the warrants.
( 4)	On February 18, 2014, the Issuer commenced an offer (the "Offer") for all issued and outstanding warrants exercisable for shares of the Issuer's common stock at an exercise price of $11.50 per share to exchange every eight warrants for one share of common stock. Pursuant to Amendment No. 4 to Schedule TO, on March 27, 2014 the Issuer announced that it had accepted all warrants that had been validly tendered in the Offer. PAR Investment Partners tendered all of its warrants to the Issuer in the Offer and received 112,293 shares of common stock of the Issuer in exchange therefor.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
PAR INVESTMENT PARTNERS LP ONE INTERNATIONAL PLACE, SUITE 2410 BOSTON, MA 02110		X
PAR CAPITAL MANAGEMENT INC ONE INTERNATIONAL PLACE, SUITE 2410 BOSTON, MA 02110		X
PAR Group, L.P. ONE INTERNATIONAL PLACE, SUITE 2410 BOSTON, MA 02110		X

Signatures
PAR INVESTMENT PARTNERS, L.P., By: PAR Group, L.P., its general partner, By: PAR Capital Management, Inc., its general partner, By: /s/ Steven M. Smith, Steven M. Smith, Chief Operating Officer and General Counsel		4/21/2014
** Signature of Reporting Person		Date
PAR GROUP, L.P., By: PAR Capital Management, Inc., its general partner, By: /s/ Steven M. Smith, Steven M. Smith, Chief Operating Officer and General Counsel		4/21/2014
** Signature of Reporting Person		Date
PAR CAPITAL MANAGEMENT, INC., By: /s/ Steven M. Smith, Steven M. Smith, Chief Operating Officer and General Counsel		4/21/2014
** 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.