FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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 *

PAR INVESTMENT PARTNERS LP

2. Date of Event Requiring Statement (MM/DD/YYYY)
4/5/2013 

3. Issuer Name and Ticker or Trading Symbol

SCG Financial Acquisition Corp. [RMGN]

(Last)        (First)        (Middle)

ONE INTERNATIONAL PLACE, SUITE 2401

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                            ___ X ___ 10% Owner
_____ Officer (give title below)          _____ Other (specify below)

(Street)

BOSTON, MA 02110       

(City)              (State)              (Zip)
5. 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 Beneficially Owned
1.Title of Security
(Instr. 4) 		2. Amount of Securities Beneficially Owned
(Instr. 4) 		3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5) 		4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock   1000000   D   (1)  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4) 		2. Date Exercisable and Expiration Date
(MM/DD/YYYY) 		3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4) 		4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5) 		6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Common Stock Warrants (right to buy)     (2)   (2) Common Stock   898344   $11.50   D   (1)  

Explanation of Responses:
( 1)  The shares of common stock and warrants 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 of common stock or warrants, and this report shall not be deemed an admission that PAR Group or PAR Capital Management are 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 are not exercisable for shares of common stock until, at the earliest, 30 days after the first date on which the Issuer completes 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, which may delay exercisability. Generally, the warrants will expire at 5:00 p.m., New York City time on the earliest to occur of: (1) the date that is five years after the date on which the Issuer completes 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 elects to redeem all of the warrants.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
PAR INVESTMENT PARTNERS LP
ONE INTERNATIONAL PLACE, SUITE 2401
BOSTON, MA 02110
X

PAR Group, L.P.
ONE INTERNATIONAL PLACE, SUITE 2401
BOSTON, MA 02110
X

PAR CAPITAL MANAGEMENT INC
ONE INTERNATIONAL PLACE, SUITE 2401
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 Steven M. Smith, Chief Operating Officer and General Counsel 4/15/2013
** Signature of Reporting Person Date

PAR Group, L.P. by PAR Capital Management, Inc. its General Partner, by Steven M. Smith, Chief Operating Officer and General 4/15/2013
** Signature of Reporting Person Date

PAR Capital Management, Inc. its General Partner, by Steven M. Smith, Chief Operating Officer and General 4/15/2013
** 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 5(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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