RMG Sponsor Form 4 RMG Acquisition / David James Carpenter ownership change

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

RMG Sponsor, LLC

(Last) (First) (Middle)

C/O RMG ACQUISITION CORP.

340 MADISON AVE., 19TH FLOOR

(Street)

NEW YORK NY 10173

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
RMG Acquisition Corp. [ RMG ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
06/18/2019

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrants	$11.5	06/18/2019		P		1,200		(1)	(1)	Class A Common Stock	1,200	$0.98	135,860	I	See footnote(2)

1. Name and Address of Reporting Person^*

RMG Sponsor, LLC

(Last) (First) (Middle)

C/O RMG ACQUISITION CORP.

340 MADISON AVE., 19TH FLOOR

(Street)

NEW YORK NY 10173

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

MKC Investments LLC

(Last) (First) (Middle)

C/O RMG ACQUISITION CORP.

340 MADISON AVE., 19TH FLOOR

(Street)

NEW YORK NY 10173

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Carpenter David James

(Last) (First) (Middle)

C/O RMG ACQUISITION CORP.

340 MADISON AVE., 19TH FLOOR

(Street)

NEW YORK NY 10173

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Mancini Robert S.

(Last) (First) (Middle)

C/O RMG ACQUISITION CORP.

340 MADISON AVE., 19TH FLOOR

(Street)

NEW YORK NY 10173

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

KASSIN PHILIP

(Last) (First) (Middle)

C/O RMG ACQUISITION CORP.

340 MADISON AVE., 19TH FLOOR

(Street)

NEW YORK NY 10173

(City) (State) (Zip)

Explanation of Responses:

1. The warrants are not currently exercisable and will only become exercisable on the later of (a) 30 days after the completion of the Issuer's initial business combination and (b) February 12, 2020.

2. Philip Kassin is the record holder of the warrants reported herein. MKC Investments LLC is the sole managing member of RMG Sponsor, LLC, and Messrs. Carpenter, Mancini and Kassin are the managing members of MKC Investments LLC. Each of MKC Investments LLC, RMG Sponsor, LLC and Messrs. Carpenter and Mancini disclaim beneficial ownership over the warrants reported herein.

	RMG Sponsor, LLC By: MKC Investments LLC, its sole managing member By: /s/ Philip Kassin Title: President and Chief Operating Officer	06/20/2019
	MKC Investments LLC By: /s/ Philip Kassin Title: President and Chief Operating Officer	06/20/2019
	/s/ D. James Carpenter	06/20/2019
	/s/ Robert S. Mancini	06/20/2019
	/s/ Philip Kassin	06/20/2019
	** Signature of Reporting Person	Date
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