RMG Networks Holding Corporation
15301 Dallas Parkway
Suite 500
Addison, TX 75001
(800) 827-9666
October 31, 2016
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E. Washington, D.C. 20549
Attention: Ms. Jan Woo, Branch Chief–Legal Office of Information Technologies & Services
Re:
RMG Networks Holding Corporation
Registration Statement on Form S3
Filed October 11, 2016
File No. 333214043
Dear Ms. Jan Woo:
With respect to the above-referenced Registration Statement on Form S3 (the “Registration Statement”), and pursuant to Rules 460 and 461 of Regulation C promulgated under the Securities Act of 1933, as amended, the undersigned hereby respectfully requests, on behalf of RMG Networks Holding Corporation (the “Company”), that the Securities and Exchange Commission (the “Commission”) accelerate the effective date of the Registration Statement to Wednesday, November 2, 2016 at 11:00 a.m., or as soon as practicable thereafter.
Please call Jason Simon of Greenberg Traurig, LLP, counsel to the Company, at (703) 749-1386 with any comments or questions regarding the Registration Statement.
Very truly yours,
/s/ Robert Michelson
Robert Michelson
President & Chief Executive Officer