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
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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)
10/21/2019
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 10/21/2019 P 350 (1) (1) Class A Common Stock 350 $0.61 153,058 I See footnote(2)
Warrants $11.5 10/22/2019 P 350 (1) (1) Class A Common Stock 350 $0.609 153,408 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)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
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)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
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)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
X Officer (give title below) Other (specify below)
Chairman
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)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
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)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
X Officer (give title below) Other (specify below)
President and COO
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 10/23/2019
MKC Investments LLC By: /s/ Philip Kassin Title: President and Chief Operating Officer 10/23/2019
/s/ D. James Carpenter 10/23/2019
/s/ Robert S. Mancini 10/23/2019
/s/ Philip Kassin 10/23/2019
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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