Kassin Philip Form 3 RMG Acquisition Corp. III / David James Carpenter ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

RMG Sponsor III, LLC

(Last) (First) (Middle)

C/O RMG ACQUISITION CORP. III

50 WEST STREET, SUITE 40C

(Street)

NEW YORK NY 10006

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/04/2021

3. Issuer Name and Ticker or Trading Symbol
RMG Acquisition Corp. III [ RMGC ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Common Stock	(1)	(1)	Class A Common Stock	12,075,000	(1)	I	See footnote(2)

1. Name and Address of Reporting Person^*

RMG Sponsor III, LLC

(Last) (First) (Middle)

C/O RMG ACQUISITION CORP. III

50 WEST STREET, SUITE 40C

(Street)

NEW YORK NY 10006

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

MKC Investments LLC

(Last) (First) (Middle)

C/O RMG ACQUISITION CORP.

50 WEST STREET, SUITE 40C

(Street)

NEW YORK NY 10006

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Carpenter David James

(Last) (First) (Middle)

C/O RMG ACQUISITION CORP.

50 WEST STREET, SUITE 40C

(Street)

NEW YORK NY 10006

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Mancini Robert S.

(Last) (First) (Middle)

C/O RMG ACQUISITION CORP.

50 WEST STREET, SUITE 40C

(Street)

NEW YORK NY 10006

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

KASSIN PHILIP

(Last) (First) (Middle)

C/O RMG ACQUISITION CORP. III,

50 WEST STREET, SUITE 40C

(Street)

NEW YORK NY 10006

(City) (State) (Zip)

Explanation of Responses:

1. The Class B common stock is convertible into shares of Class A common stock on a one-for-one basis, subject to adjustment, at the option of the holder and will automatically convert into shares of Class A common stock at the completion of the Issuer's initial business combination.

2. RMG Sponsor III, LLC ("Sponsor") is the record holder of the shares reported herein. MKC Investments LLC is the sole managing member of Sponsor, and Messrs. Carpenter, Mancini and Kassin are the managing members of MKC Investments LLC. As such, each of Messrs. Carpenter, Mancini and Kassin may be deemed to share beneficial ownership of the Class B common stock held directly by Sponsor. Each such individual disclaims any beneficial ownership of such shares other than to the extent of his pecuniary interest therein, if any.

Remarks:

Exhibit 24.1 - Power of Attorney Exhibit 24.2 - Power of Attorney Exhibit 24.3 - Power of Attorney

	RMG Sponsor III, LLC By: MKC Investments LLC, its sole managing member By: /s/ Wesley Sima, Attorney-in-fact for Philip Kassin, President and Chief Operating Officer	02/04/2021
	MKC Investments LLC By: /s/ Wesley Sima, Attorney-in-fact for Philip Kassin, President and Chief Operating Officer	02/04/2021
	/s/ Wesley Sima, Attorney-in-fact for David James Carpenter	02/04/2021
	/s/ Wesley Sima, Attorney-in-fact for Robert S. Mancini	02/04/2021
	/s/ Wesley Sima, Attorney-in-fact for Philip Kassin	02/04/2021
	** Signature of Reporting Person	Date
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