UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )*
rVue Holdings, Inc.
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(Name of Issuer)
COMMON STOCK, $0.001 Par Value
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(Title of Class of Securities)
74975J104
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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:
[X] RULE 13D-1(B)
[ ] 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 DISCLOSURES PROVIDED IN A PRIOR COVER PAGE.
THE INFORMATION REQUIRED ON 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 (THE "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).
Page 1 of 6 Pages
CUSIP NO. 74975J104
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1 NAMES OF REPORTING PERSONS
Inflection Point Investing, LLC
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [X]
(b) [ ]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
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5 SOLE VOTING POWER
NUMBER OF NONE
SHARES
BENEFICIALLY -------------------------------------------------
OWNED BY 6 SHARED VOTING POWER
EACH
REPORTING 10,010,102
PERSON -------------------------------------------------
WITH 7 SOLE DISPOSITIVE POWER
NONE
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8 SHARED DISPOSITIVE POWER
10,010,102
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,010,102
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ] (SEE INSTRUCTIONS)
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.4%
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12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
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Page 2 of 6 Pages
CUSIP NO. 74975J104
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1 NAMES OF REPORTING PERSONS
John B. Henderson
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [X]
(b) [ ]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
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5 SOLE VOTING POWER
NUMBER OF 2,739,343
SHARES
BENEFICIALLY -------------------------------------------------
OWNED BY 6 SHARED VOTING POWER
EACH
REPORTING 12,749,445
PERSON -------------------------------------------------
WITH 7 SOLE DISPOSITIVE POWER
2,739,343
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8 SHARED DISPOSITIVE POWER
12,749,445
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,749,445
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ] (SEE INSTRUCTIONS)
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11 PERCENTAGE OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.4%
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12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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Page 3 of 6 Pages
ITEM 1(A) NAME OF ISSUER: rVue Holdings, Inc.
ITEM 1(B) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
275 N. York Road, Suite 201
Elmhurst, IL 60126
ITEM 2(a) NAME OF PERSON FILING:
(i) Inflection Point Investing, LLC (IPI),
with respect to shares of Common Stock directly
owned by it and its separate client accounts.
(ii) John B. Henderson (Mr. Henderson) with
respect to the shares of Common Stock beneficially
owned by him and directly owned by IPI
separate client accounts.
The foregoing persons are hereinafter sometimes
collectively referred to as the Reporting Persons. Any
disclosures herein with respect to persons other than the
Reporting Persons are made on information and believe after
making inquiry to the appropriate party.
ITEM 2(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE, OR IF NONE, RESIDENCE:
The address of the business office of each of the Reporting
Persons is 445 Park Avenue, Office #1048, New York,
New York 10028.
ITEM 2(c) CITIZENSHIP:
Mr. Henderson is a United States citizen.
IPI is a limited liability company organized under the
laws of the State of New York.
ITEM 2(d) TITLE OF CLASS OF SECURITIES:
Common Stock, $0.001 Par Value
ITEM 2(e) CUSIP NUMBER: 74975J104
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SS.240.13D-1(B) OR SS.
240.13d-2(B) or (C), CHECK WHETHER THE PERSON FILING IS A:
(a) [ ] Broker or dealer registered under section 15 of the Act (15
U.S.C. 78o).
(b) [ ] Bank as defined in section 3(a)(6) of the Act
(15 U.S.C. 78c).
(c) [ ] Insurance company as defined in section 3(a)(19) of the Act
(15 U.S.C. 78c).
Page 4 of 6 Pages
(d) [ ] Investment company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e) [X] An investment adviser in accordance with
ss.240.13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance with
ss.240.13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in accordance with
ss.240.13d-1(b)(1)(ii)(G);
(h) [ ] A savings associations as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) [ ] A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3);
(j) [ ] Group, in accordance with ss.240.13d-1(b)(1)(ii)(J).
ITEM 4. OWNERSHIP:
This Statement is being filed with respect to an aggregate of 12,749,445
shares of Common Stock. Beneficial ownership of the Common
Stock is as follows:
1. Inflection Point Investing, LLC
(a) Amount Beneficially owned: 10,010,102
(b) Percent of Class: 7.4%
The percentages used herein and in the rest of Item 4 are
calculated based upon the 135,603,618 shares of Common Stock issued
and outstanding as of March 20, 2014, as disclosed in the
Issuer's Form 10-K for the quarter and full year ended
December 31, 2013, as filed with the Securities and Exchange
Commission (SEC) on March 20, 2014.
(c) (i) Sole power to vote or direct the vote: -0-
(ii) Shared power to vote or direct the vote: 10,010,102
(iii) Sole power to dispose or direct the disposition: -0-
(iv) Shared power to dispose or direct the disposition: 10,010,102
2. John B. Henderson
(a) Amount Beneficially owned: 12,749,445
(b) Percent of Class: 9.4%
(c) (i) Sole power to vote or direct the vote: 2,739,343
(ii) Shared power to vote or direct the vote: 12,749,445
(iii) Sole power to dispose or direct the disposition: 2,739,343
(iv) Shared power to dispose or direct the disposition: 12,749,445
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
N/A
Page 5 of 6 Pages
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
As the discretionary investment manager of its separate client
accounts, IPI has power to direct the disposition of shares held
by the separate client accounts. Mr. Henderson is the Chief
Investment Officer of IPI and has the power to direct the affairs of
IPI, including the voting and disposition of shares.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR
CONTROL PERSON. N/A
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
See Item 2.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP. N/A
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 hereby certify that the information set forth in this statement
is true, complete and correct.
April 18, 2014
/s/ John B. Henderson
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John B. Henderson, for himself
and as Chief Investment Officer of
IPI, for itself and certain other
accounts
Page 6 of 6 Pages