Sec Form 4 Filing - RMG Sponsor, LLC @ Romeo Power, Inc. - 2020-12-29

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 RMG Sponsor, LLC 2. Issuer Name and Ticker or Trading Symbol Romeo Power, Inc. [ RMO] 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 RMG SPONSOR, LLC., 50 WEST STREET, SUITE 40C 3. Date of Earliest Transaction (MM/DD/YY) 12/29/2020 (Street) NEW YORK, NY10006 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 Class A Common Stock 12/29/2020 C 5,750,000 A 5,750,000 I See footnote ( 2 )

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 ( 1 ) 12/29/2020 C 5,750,000 ( 1 ) ( 1 ) Class A Common Stock 5,750,000 ( 1 ) 0 I See footnote ( 2 ) Warrants $ 11.5 12/29/2020 A 3,766,667 01/28/2021 12/29/2025 Class A Common Stock 3,766,667 $ 1.5 3,766,667 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other RMG Sponsor, LLC C/O RMG SPONSOR, LLC. 50 WEST STREET, SUITE 40C NEW YORK, NY10006 X MKC Investments LLC C/O RMG SPONSOR, LLC. 50 WEST STREET, SUITE 40C NEW YORK, NY10006 X Carpenter David James C/O RMG SPONSOR, LLC. 50 WEST STREET, SUITE 40C NEW YORK, NY10006 X Signatures RMG Sponsor, LLC By: MKC Investments LLC, its sole managing member By: /s/ Philip Kassin Title: President and Chief Operating Officer 12/31/2020 Signature of Reporting Person Date MKC Investments LLC By: /s/ Philip Kassin Title: President and Chief Operating Officer 12/31/2020 Signature of Reporting Person Date /s/ David James Carpenter 12/31/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )In connection with the completion of the Issuer's initial business combination, the Class B Common Stock automatically converted into Class A Common Stock on a one-for-one basis. ( 2 )Philip Kassin is the record holder of the securities 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, Mancini and Kassin disclaim beneficial ownership over the securities reported herein except to the extent of their pecuniary interest.

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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