UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
RMG Networks Holding Corporation |
(Name of Issuer)
|
Common stock, $0.0001 par value PER SHARE |
(Title of Class of Securities)
|
74966K102 |
(CUSIP Number)
|
December 31, 2014 |
(Date of Event Which Requires Filing of this
Statement)
|
Check the appropriate box to designate the
rule pursuant to which this Schedule 13G 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 the 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
(“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. 74966K102 |
|
(1) Names
of Reporting Persons
Park West Asset Management
LLC |
|
(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
Delaware |
|
Number of Shares Beneficially Owned by Each Reporting Person With: |
(5) Sole Voting Power 0* |
|
(6) Shared Voting Power 0 |
|
(7) Sole Dispositive Power 0* |
|
(8) Shared Dispositive Power 0 |
(9) Aggregate
Amount Beneficially Owned by Each Reporting Person
0* |
|
(10) Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions): [ ] |
|
(11) Percent
of Class Represented by Amount in Row (9)
0.0%* |
|
(12) Type
of Reporting Person (See Instructions)
IA |
|
|
|
|
* This Schedule 13G is being jointly filed
by (i) Park West Asset Management LLC, a Delaware limited liability company (“PWAM”), and the investment manager to
(a) Park West Investors Master Fund, Limited, a Cayman Islands exempted company (“PWIMF”), and (b) Park West Partners
International, Limited, a Cayman Islands exempted company (“PWPI” and collectively with PWIMF, the “PW Funds”);
and (ii) Peter S. Park, as the sole member and manager of PWAM (“Mr. Park” and collectively with PWAM, the “Reporting
Persons”). As of December 31, 2014, the Reporting Persons’ beneficial ownership were as follows: (i) PWAM beneficially
owned 0 shares of common stock, $0.0001 par value per share (“Common Stock”), of RMG Networks Holding Corporation
(the “Company”); and (ii) Mr. Park, as sole member and manager of PWAM, beneficially owned 0 shares of Common Stock
beneficially owned by PWAM.
CUSIP No. 74966K102 |
|
(1) Names
of Reporting Persons
Peter S. Park |
|
(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
United States of America |
|
Number of Shares Beneficially Owned by Each Reporting Person With: |
(5) Sole Voting Power 0* |
|
(6) Shared Voting Power 0 |
|
(7) Sole Dispositive Power 0* |
|
(8) Shared Dispositive Power 0 |
(9) Aggregate
Amount Beneficially Owned by Each Reporting Person
0* |
|
(10) Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions): [ ] |
|
(11) Percent
of Class Represented by Amount in Row (9)
0.0%* |
|
(12) Type
of Reporting Person (See Instructions)
IN |
|
|
|
|
* This Schedule 13G is being jointly filed
by (i) Park West Asset Management LLC, a Delaware limited liability company (“PWAM”), and the investment manager to
(a) Park West Investors Master Fund, Limited, a Cayman Islands exempted company (“PWIMF”), and (b) Park West Partners
International, Limited, a Cayman Islands exempted company (“PWPI” and collectively with PWIMF, the “PW Funds”);
and (ii) Peter S. Park, as the sole member and manager of PWAM (“Mr. Park” and collectively with PWAM, the “Reporting
Persons”). As of December 31, 2014, the Reporting Persons’ beneficial ownership were as follows: (i) PWAM beneficially
owned 0 shares of common stock, $0.0001 par value per share (“Common Stock”), of RMG Networks Holding Corporation (the
“Company”); and (ii) Mr. Park, as sole member and manager of PWAM, beneficially owned 0 shares of Common Stock beneficially
owned by PWAM.
Item 1(a). Name Of Issuer. RMG
Networks Holding Corporation (the “Company”)
Item 1(b). Address of Issuer’s
Principal Executive Offices.
15301 Dallas Parkway
Suite 500
Addison, Texas 75001
|
Item 2(a). Name of Person Filing.
This report on Schedule
13G (this “Schedule 13G”), is being jointly filed by (i) Park West Asset Management LLC (“PWAM”), a Delaware
limited liability company and the investment manager to (a) Park West Investors Master Fund, Limited (“PWIMF”), a Cayman
Islands exempted company and (b) Park West Partners International, Limited (“PWPI” and collectively with PWIMF, the
“PW Funds”), a Cayman Islands exempted company; (ii) Peter S. Park, as the sole member and manager of PWAM (“Mr.
Park” and collectively with PWAM, the “Reporting Persons”).
|
Item 2(b). Address of Principal
Business Office or, if None, Residence.
The address for the Reporting
Persons is: 900 Larkspur Landing Circle, Suite 165, Larkspur, California 94939.
|
Item 2(c). Citizenship.
PWAM is organized
under the laws of the State of Delaware. Mr. Park is a citizen of the United States. |
Item
2(d). Title of Class of Securities.
Common Stock, par
value $0.0001 per share |
Item
2(e). CUSIP No.
74966K102 |
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:
Not Applicable.
Item 4. Ownership.
(a) Amount Beneficially
Owned: 0*
(b) Percent of Class:
0.0%*
(c) Number of Shares
as to which the person has:
(i) sole power to vote
or to direct the vote 0*
(ii) shared power to vote
or to direct the vote 0
(iii) sole power to dispose
or to direct the disposition of 0*
(iv) shared power to dispose
or to direct the disposition of 0
______________________________________________________________________________
* This Schedule 13G is being jointly filed
by (i) PWAM, a Delaware limited liability company, and the investment manager to (a) PWIMF, a Cayman Islands exempted company and
(b) PWPI, a Cayman Islands exempted company; and (ii) Mr. Park, as the sole member and manager of PWAM. As of December 31, 2014, the Reporting Persons’ beneficial ownership were as follows:
(i) PWAM beneficially owned 0 shares of Common Stock of the Company; and (ii) Mr. Park, as sole member and manager of PWAM, beneficially
owned 0 shares of Common Stock beneficially owned by PWAM.
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: [X]
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. 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.
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.
February 17, 2015
PARK WEST ASSET MANAGEMENT LLC
By: /s/ Grace Jimenez
Name: Grace Jimenez
Title: Chief Financial Officer
/s/ Peter S.
Park
Peter S. Park
Attention: Intentional misstatements or omissions
of fact constitute
Federal criminal violations (See 18 U.S.C.
1001)
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