Sec Form 4 Filing - AMCI Sponsor LLC @ AMCI Acquisition Corp. - 2018-11-27

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

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person AMCI Sponsor LLC 2. Issuer Name and Ticker or Trading Symbol AMCI Acquisition Corp. [ AMCI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O AMCI ACQUISITION CORP., 975 GEORGES STATION ROAD, SUITE 900 3. Date of Earliest Transaction (MM/DD/YY) 11/27/2018 (Street) GREENSBURG, PA15601 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Class B Common Stock ( 2 ) 11/27/2018 J( 1 ) 236,981 ( 2 ) ( 2 ) Class A Common Stock 236,981 $ 0 5,108,019 D ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other AMCI Sponsor LLC C/O AMCI ACQUISITION CORP. 975 GEORGES STATION ROAD, SUITE 900 GREENSBURG, PA15601 X Mende Hans J C/O AMCI ACQUISITION CORP. 975 GEORGES STATION ROAD, SUITE 900 GREENSBURG, PA15601 X X Kundrun Fritz R C/O AMCI ACQUISITION CORP. 975 GEORGES STATION ROAD, SUITE 900 GREENSBURG, PA15601 X Signatures /s/ Hans J. Mende, as trustee of 2005 Kirmar Trust (US) a member of AMCI Sponsor LLC 11/29/2018 Signature of Reporting Person Date /s/ Fritz R. Kundrun, as trustee of Fritz R. Kundrun Revocable Trust (US), a member of AMCI Sponsor LLC 11/29/2018 Signature of Reporting Person Date Hans J. Mende, as trustee of 2005 Kirmar Trust (US) a member of AMCI Sponsor LLC 11/29/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On November 27, 2018, AMCI Sponsor LLC (the "Sponsor") forfeited at no cost 236,981 shares of Class B common stock of AMCI Acquisition Corp. (the "Issuer"), par value $0.0001 per share (the "Class B Common Stock") in connection with the partial exercise by the underwriters of the Issuer's initial public offering of their over-allotment option. ( 2 )As described in the Issuer's registration statement on Form S-1 (File No. 333-227994) under the heading "Description of Securities--Founder Shares," the shares of Class B Common Stock will automatically convert into shares of Class A common stock at the time of the Issuer's initial business combination, or at any time prior thereto at the option of the holder, on a one-for-one basis, subject to certain adjustments described therein and have no expiration date. ( 3 )2005 Kirmar Trust (US) and Fritz R. Kundrun Revocable Trust (US) each hold 50% of the Sponsor. Hans J. Mende, the Issuer's Executive Chairman, is the trustee of 2005 Kirmar Trust (US) and Fritz R. Kundrun is the trustee of Fritz R. Kundrun Revocable Trust (US), and as a result each has voting and investment discretion with respect to the Class B common stock held by the Sponsor. Each may thus be deemed to have beneficial ownership of the Class B common stock held directly by the Sponsor. Each such entity or person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly.

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).

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