CUSIP No.
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78404K103
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13G
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Page 1 of 11
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1.
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NAMES OF REPORTING PERSONS:
2012 DOOH Investments LLC
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
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(a) o
(b) ý
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3.
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SEC USE ONLY:
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION:
Illinois
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NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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5.
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SOLE VOTING POWER:
761,905
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6.
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SHARED VOTING POWER:
0
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||
7.
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SOLE DISPOSITIVE POWER:
0
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||
8.
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SHARED DISPOSITIVE POWER:
1,523,810
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
1,523,810
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10.
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
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¨
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
16.0%(1)
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12.
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
OO
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CUSIP No.
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78404K103
|
13G
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Page 2 of 11
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1.
|
NAMES OF REPORTING PERSONS:
DOOH Investment Manager LLC
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||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
|
(a) o
(b) ý
|
|
3.
|
SEC USE ONLY:
|
||
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION:
Illinois
|
||
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5.
|
SOLE VOTING POWER:
761,905
|
|
6.
|
SHARED VOTING POWER:
0
|
||
7.
|
SOLE DISPOSITIVE POWER:
0
|
||
8.
|
SHARED DISPOSITIVE POWER:
1,523,810
|
||
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
1,523,810
|
||
10.
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
|
¨
|
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
16.0%(1)
|
||
12.
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
OO
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CUSIP No.
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78404K103
|
13G
|
Page 3 of 11
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1.
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NAMES OF REPORTING PERSONS:
Donald R. Wilson, Jr.
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||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
|
(a) o
(b) ý
|
|
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:
761,905
|
|
6.
|
SHARED VOTING POWER:
0
|
||
7.
|
SOLE DISPOSITIVE POWER:
0
|
||
8.
|
SHARED DISPOSITIVE POWER:
1,523,810
|
||
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
1,523,810
|
||
10.
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
|
¨
|
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
16.0%(1)
|
||
12.
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
IN
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CUSIP No.
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78404K103
|
13G
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Page 4 of 11
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Item 1
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(a).
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Name of Issuer:
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SCG Financial Acquisition Corp.
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(b).
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Address of Issuer’s Principal Executive Offices:
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615 N. Wabash Avenue, Chicago, Illinois 60661
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Item 2
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(a).
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Name of Person Filing:
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2012 DOOH Investments LLC; DOOH Investment Manager LLC; Donald R. Wilson, Jr.
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(b).
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Address of Principal Business Office:
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540 W. Madison Street, Suite 2500, Chicago, Illinois 60661
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(c).
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Citizenship:
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2012 DOOH Investments LLC is an Illinois limited liability company; DOOH Investment Manager LLC is an Illinois limited liability company; Donald R. Wilson, Jr., a natural person, is a citizen of the United States.
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(d).
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Title of Class of Securities:
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Common stock, par value $0.0001 per share
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(e).
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CUSIP Number:
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78404K103
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Item 3.
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If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:
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(a)
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o
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Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);
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(b)
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o
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Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);
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(c)
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o
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Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);
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(d)
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o
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Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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(e)
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o
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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o
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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CUSIP No.
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78404K103
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13G
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Page 5 of 11
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(g)
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o
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A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
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(h)
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o
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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o
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A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (12 U.S.C. 80a-3);
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(j)
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o |
A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
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(k)
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o
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Group, in accordance with §240.13d-1(b)(1)(ii)(K).
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Item 4.
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Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
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(a)
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Amount beneficially owned:
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Each of 2012 DOOH Investments LLC (“DOOH Investments”), DOOH Investment Manager LLC (“DOOH Manager”) and Donald R. Wilson, Jr. (“Wilson”) beneficially owns 1,523,810 shares of common stock (the “Founder Shares”) indirectly through DOOH Investments’ ownership of 761,905 Class A Units (the “Units”) of SCG Financial Holdings LLC (“Holdings”), which directly owns the Founder Shares to which this statement on Schedule 13G relates. In connection with DOOH Investments’ acquisition of the Units, DOOH Investment acquired the right to direct the vote of 761,905 of the Founder Shares (the “Voting Rights”), subject to the terms of a letter agreement (the “Letter Agreement”) entered into by Holdings and the other parties thereto in connection with the Issuer’s initial public offering and to which DOOH Investments has agreed to be bound. DOOH Investments possesses voting discretion (subject to voting restrictions contained in the Letter Agreement) with respect to the 761,905 Founder Shares that are subject to the Voting Rights and exercises the Voting Rights through DOOH Manager, which it has appointed as one of the two managers of Holdings. Wilson ultimately exercises voting discretion on behalf of DOOH Manager, in his capacity as its sole manager. As a result, each Reporting Person may be deemed to have sole voting power with respect to the 761,905 Founder Shares that are subject to the Voting Rights and therefore beneficially own such shares. The two managers of Holdings, DOOH Manager and Gregory H. Sachs (“Sachs”), share the power to dispose, or direct the disposition, of the Founder Shares, subject to restrictions on transfer set forth in the Letter Agreement. Wilson, in his capacity as the sole manager of DOOH Manager, may also be deemed to share investment discretion with respect all of the 1,523,810 Founder Shares. DOOH Investments is entitled to appoint and replace from time to time one of the two managers of Holdings and accordingly may also be deemed to share investment discretion with respect to all of the 1,523,810 Founder Shares.
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(b)
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Percent of class:
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16.0%
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(c)
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Number of shares to which such person has:
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(i)
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Sole power to vote or to direct the vote:
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761,905 shares
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(ii)
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Shared power to vote or to direct the vote:
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0
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(iii)
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Sole power to dispose or to direct the disposition of:
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0
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CUSIP No.
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78404K103
|
13G
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Page 6 of 11
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(iv)
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Shared power to dispose or to direct the disposition of:
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1,523,810 shares
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Item 5.
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Ownership of Five Percent or Less of a Class.
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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 o.
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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Holdings directly owns the 1,523,810 shares of the Issuer’s common stock to which this statement on Schedule 13G relates. Gregory H. Sachs and DOOH Investment Manager LLC, as managers of Holdings, have the right, acting together, to direct the receipt of dividends in respect of, and proceeds from the sale of, such shares, subject to the provisions of the Second Amended and Restated Operating Agreement of Holdings.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
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Not applicable.
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Item 8.
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Identification and Classification of Members of the Group.
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Not applicable.
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Item 9.
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Notice of Dissolution of Group.
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Not applicable.
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Item 10.
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Certifications.
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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. The foregoing certification is made as of the date the Reporting Persons acquired beneficial ownership of the shares of common stock subject to this report. The undersigneds are filing a Schedule 13D reflecting events that occurred on December 14, 2012 that changed the nature of the undersigneds’ beneficial ownership.
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CUSIP No.
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78404K103
|
13G
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Page 7 of 11
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CUSIP No.
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78404K103
|
13G
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Page 8 of 11
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CUSIP No.
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78404K103
|
13G
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Page 9 of 11
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2012 DOOH INVESTMENTS LLC
By: DOOH Investment Manager LLC
Its: Manager
By: /s/ Patricia L. Levy
Name: Patricia L. Levy
Title: Attorney-in-fact
DOOH INVESTMENT MANAGER LLC
By: /s/ Patricia L. Levy
Name: Patricia L. Levy
Title: Attorney-in-fact
/s/ Patricia L. Levy
Donald R. Wilson, Jr., by Patricia L.
Levy, as Attorney-in-fact
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CUSIP No.
|
78404K103
|
13G
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Page 10 of 11
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CUSIP No.
|
78404K103
|
13G
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Page 11 of 11
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2012 DOOH INVESTMENTS LLC
By: DOOH Investment Manager LLC
Its: Manager
By: /s/ Donald R. Wilson, Jr.
Name: Donald R. Wilson, Jr.
Title: Manager
DOOH INVESTMENT MANAGER LLC
By: /s/ Donald R. Wilson, Jr.
Name: Donald R. Wilson, Jr.
Title: Manager
/s/ Donald R. Wilson, Jr.
Donald R. Wilson, Jr.
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