SC 13G

NAMES OF REPORTING PERSONS

LINDEN CAPITAL L.P.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☒ (b) ☐

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Bermuda

0001193125-19-047839.txt : 20190222 0001193125-19-047839.hdr.sgml : 20190222 20190222093032 ACCESSION NUMBER: 0001193125-19-047839 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20190222 DATE AS OF CHANGE: 20190222 GROUP MEMBERS: LINDEN ADVISORS LP GROUP MEMBERS: LINDEN GP LLC GROUP MEMBERS: SIU MIN WONG SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: RMG Acquisition Corp. CENTRAL INDEX KEY: 0001757932 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 832289787 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-90933 FILM NUMBER: 19624131 BUSINESS ADDRESS: STREET 1: 340 MADISON AVENUE STREET 2: 19TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10173 BUSINESS PHONE: 212-220-9503 MAIL ADDRESS: STREET 1: 340 MADISON AVENUE STREET 2: 19TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10173 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Linden Capital L.P. CENTRAL INDEX KEY: 0001349339 IRS NUMBER: 980430338 STATE OF INCORPORATION: D0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: VICTORIA PLACE, 31 VICTORIA STREET CITY: HAMILTON STATE: D0 ZIP: HM10 BUSINESS PHONE: 441-294-3202 MAIL ADDRESS: STREET 1: VICTORIA PLACE, 31 VICTORIA STREET CITY: HAMILTON STATE: D0 ZIP: HM10 SC 13G 1 d707918dsc13g.htm SC 13G SC 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. )*

RMG Acquisition Corp.

(Name of Issuer)

Class A Common Stock, par value $0.0001 per share

(Title of Class of Securities)

749641205

(CUSIP Number)

February 12, 2019

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☒ Rule 13d-1(c)

☐ Rule 13d-1(d)

*	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).

(Continued on the Following Pages)

(Page 1 of 13 Pages)

Page 2 of 13

CUSIP No. 749641205

Page 3 of 13

CUSIP No. 749641205

Page 4 of 13

CUSIP No. 749641205

Page 5 of 13

CUSIP No. 749641205

Page 6 of 13

Item 1(a).

Name of Issuer:

RMG Acquisition Corp. (the “Issuer”).

Item 1(b).

Address of Issuer’s Principal Executive Offices:

340 Madison Avenue, 19^th Floor

New York, NY 10173

Item 2(a).

Name of Person Filing:

This Statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”)

Linden Capital L.P., a Bermuda limited partnership (“Linden Capital”);

ii)

Linden GP LLC, a Delaware limited liability company (“Linden GP”);

iii)

Linden Advisors LP, a Delaware limited partnership (“Linden Advisors”); and

iv)

Siu Min (Joe) Wong (“Mr. Wong”).

This Statement relates to Shares (as defined herein) held for the account of Linden Capital and a separately managed account (the “Managed Account”). Linden GP is the general partner of Linden Capital and, in such capacity, may be deemed to beneficially own the Shares held by Linden Capital. Linden Advisors is the investment manager of Linden Capital and trading advisor for the Managed Account. Mr. Wong is the principal owner and controlling person of Linden Advisors and Linden GP. In such capacities, Linden Advisors and Mr. Wong may each be deemed to beneficially own the Shares held by each of Linden Capital and the Managed Account.

Item 2(b).

Address of Principal Business Office or, if None, Residence:

The principal business address for Linden Capital is Victoria Place, 31 Victoria Street, Hamilton HM10, Bermuda. The principal business address for each of Linden Advisors, Linden GP and Mr. Wong is 590 Madison Avenue, 15th Floor, New York, New York 10022.

Item 2(c).

Citizenship:

Linden Capital is a Bermuda limited partnership.

ii)

Linden GP is a Delaware limited liability company.

iii)

Linden Advisors is a Delaware limited partnership.

iv)

Mr. Wong is a citizen of China (Hong Kong) and the United States.

Item 2(d).

Title of Class of Securities

Class A Common Stock, par value $0.0001 per share (the “Shares”).

Page 7 of 13

Item 2(e).

CUSIP Number: 749641205

Item 3.

If This Statement is Filed Pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), Check Whether the Person Filing is a:

This Item 3 is not applicable.

Item 4.

Ownership:

Item 4(a)

Amount Beneficially Owned:

As of February 12, 2019, each of Linden Advisors and Mr. Wong may be deemed the beneficial owner of 1,500,000 Shares. This amount consists of 1,414,800 Shares held by Linden Capital and 85,200 Shares held by the Managed Account. As of February 12, 2019, each of Linden GP and Linden Capital may be deemed the beneficial owner of the 1,414,800 Shares held by Linden Capital.

Item 4(b)

Percent of Class:

As of February 12, 2019, each of Linden Advisors and Mr. Wong may be deemed the beneficial owner of approximately 6.0% of Shares outstanding, and each of Linden GP and Linden Capital may be deemed the beneficial owner of approximately 5.7% of Shares outstanding. These percentages are based on the approximately 25,000,000 equity shares outstanding after giving effect to the Issuer’s initial public offering of shares announced on February 12, 2019.

Page 8 of 13

Item 4(c)

Number of Shares as to which such person has:


As of February 12, 2019:
Linden Capital and Linden GP: (i) Sole power to vote or direct the vote:			0
(ii) Shared power to vote or direct the vote:			1,414,800
(iii) Sole power to dispose or direct the disposition of:			0
(iv) Shared power to dispose or direct the disposition of:			1,414,800
Linden Advisors and Mr. Wong: (i) Sole power to vote or direct the vote:			0
(ii) Shared power to vote or direct the vote:			1,500,000
(iii) Sole power to dispose or direct the disposition of:			0
(iv) Shared power to dispose or direct the disposition of:			1,500,000

Item 5.

Ownership of Five Percent or Less of a Class:

This Item 5 is not applicable.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person:

See disclosure in Items 2 and 4 hereof.

Page 9 of 13

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:

See disclosure in Item 2 hereof.

Item 8.

Identification and Classification of Members of the Group:

See Exhibit B attached hereto.

Item 9.

Notice of Dissolution of Group:

This item 9 is not applicable.

Item 10.

Certification:

By signing below, the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under Sec. 240.14a-11.

Page 10 of 13

SIGNATURES

After reasonable inquiry and to the best of its knowledge and belief, I certify that the information with respect to it set forth in this statement is true, complete, and correct.

Dated: February 15, 2019



LINDEN GP LLC
By:	/s/ Saul Ahn
		Saul Ahn,
		Authorized Signatory

LINDEN ADVISORS LP
By:	/s/ Saul Ahn
		Saul Ahn,
		General Counsel

/s/ Siu Min Wong
		SIU MIN WONG

Page 11 of 13

EXHIBIT INDEX

EX-99.A 2 d707918dex99a.htm EX-99.A EX-99.A

Page 12 of 13

EXHIBIT A

JOINT FILING AGREEMENT

The undersigned hereby agree that the statement on Schedule 13G with respect to the Common Stock of RMG Acquisition Corp. dated as of February 12, 2019 is, and any further amendments thereto signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.

Dated: February 15, 2019



LINDEN GP LLC
By:	/s/ Saul Ahn
		Saul Ahn,
		Authorized Signatory

LINDEN ADVISORS LP
By:	/s/ Saul Ahn
		Saul Ahn,
		General Counsel

/s/ Siu Min Wong
	SIU MIN WONG

EX-99.B 3 d707918dex99b.htm EX-99.B EX-99.B

Page 13 of 13

EXHIBIT B

IDENTIFICATION OF MEMBERS OF THE GROUP

Linden Capital L.P.

Linden GP LLC

Linden Advisors LP

Siu Min Wong