13D Filing: Raging Capital Management and SMG Indium Resources Ltd. (SMGI)

UNITED STATES

SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED
IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 11 )¹

SMG Industries Inc.

(Name
of Issuer)

Common Stock

(Title of Class of Securities)

78454K102

(CUSIP Number)

STEVE
WOLOSKY, ESQ.

OLSHAN
FROME WOLOSKY LLP

1325
Avenue of the Americas

New
York, New York 10019

(212)
451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices
and Communications)

April 2, 2018

(Date of Event Which Requires
Filing of This Statement)

If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following
box ¨.

Note:  Schedules
filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See
§ 240.13d-7 for other parties to whom copies are to be sent.

1
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 (“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).

1

NAME OF REPORTING PERSON

Raging Capital Management, LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☐

3

SEC USE ONLY

4

SOURCE OF FUNDS

AF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

☐

6

CITIZENSHIP OR PLACE OF ORGANIZATION

DELAWARE

NUMBER OF

7

SOLE VOTING POWER

SHARES

BENEFICIALLY

– 0 –

OWNED BY

8

SHARED VOTING POWER

EACH

REPORTING

782,498

PERSON WITH

9

SOLE DISPOSITIVE POWER

– 0 –

10

SHARED DISPOSITIVE POWER

782,498

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

782,498

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

☐

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

7.8%

14

TYPE OF REPORTING PERSON

IA

	1		NAME OF REPORTING PERSON
				William C. Martin
	2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP															(a) ☐
																		(b) ☐
	3		SEC USE ONLY
	4		SOURCE OF FUNDS
				AF, PF
	5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)															☐
	6		CITIZENSHIP OR PLACE OF ORGANIZATION
				USA
NUMBER OF				7		SOLE VOTING POWER
SHARES
BENEFICIALLY							1,386
OWNED BY				8		SHARED VOTING POWER
EACH
REPORTING							782,498
PERSON WITH				9		SOLE DISPOSITIVE POWER
							1,386
				10		SHARED DISPOSITIVE POWER
							782,498
	11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				783,884
	12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES															☐
	13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				7.8%
	14		TYPE OF REPORTING PERSON
				HC

The following constitutes
Amendment No. 11 to the Schedule 13D filed by the undersigned (“Amendment No. 11”). This Amendment No. 11 amends the
Schedule 13D as specifically set forth herein.

Item 1.

Security and Issuer.

Item 1 is hereby amended and restated to
read as follows:

This statement relates
to the Common Stock, $0.001 par value per share (the “Common Stock”), of SMG Industries Inc., a Delaware corporation
(the “Issuer”). The address of the principal executive offices of the Issuer is 710 N. Post Oak Road, Suite 400, Houston,
Texas 77024.

Item 5.

Interest in Securities of the Issuer.

Items 5(a)-(c) are hereby amended and restated
to read as follows:

(a)       The
aggregate percentage of shares of Common Stock reported owned by each person named herein is based upon 10,005,190 shares outstanding
as of March 31, 2018, which is the total number of shares outstanding as reported in the Issuer’s Form 10-K filed with the
Securities and Exchange Commission on April 2, 2018.

As of the close
of business on the date hereof, each of Raging Capital and William C. Martin may be deemed to beneficially own the 782,498 shares
of Common Stock, constituting approximately 7.8% of the shares outstanding, held by Raging Master by virtue of their relationships
with Raging Master discussed in further detail in Item 2. Mr. Martin also directly owns 1,386 shares of Common Stock which, together
with the 782,498 shares of Common Stock held by Raging Master he may be deemed to beneficially own, constitutes approximately 7.8%
of the shares outstanding.

Each of the Reporting
Persons, as a member of a “group” with the other Reporting Person for purposes of Rule 13d-5(b)(1) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), may be deemed to beneficially own the shares of Common Stock
owned by the other Reporting Person. The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons
are, for purposes of Section 13(d) of the Exchange Act, the beneficial owners of any shares of Common Stock he or it does not directly
own. Each of the Reporting Persons specifically disclaims beneficial ownership of the shares of Common Stock reported herein that
he or it does not directly own. Without limiting the foregoing sentence, Raging Master specifically disclaims beneficial ownership
of the securities of the Issuer held by it by virtue of its inability to vote or dispose of such securities as a result of the
IMA.

(b)       Raging
Capital and William C. Martin may be deemed to share the power to vote and dispose of the shares of Common Stock held by Raging
Master. Mr. Martin has the sole power to vote and dispose of the shares of Common Stock he directly owns.

(c)       The
Reporting Persons have not entered into any transactions in the securities of the Issuer during the past 60 days.

SIGNATURES

After reasonable inquiry and to the
best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true,
complete and correct.

Dated:  April 4, 2018	Raging Capital Management, LLC
	By:	/s/ Frederick C. Wasch
		Name:	Frederick C. Wasch
		Title:	Chief Financial Officer

	/s/ Frederick C. Wasch
	Frederick C. Wasch, as attorney-in-fact for William C. Martin