Sec Form 4 Filing - RMG Sponsor, LLC @ RMG Acquisition Corp. - 2019-04-05

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 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) (Last) (First) (Middle) C/O RMG ACQUISITION CORP., 340 MADISON AVE., 19TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 04/05/2019 (Street) NEW YORK, NY10173 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 Warrants $ 11.5 04/05/2019 P 25,000 ( 1 ) ( 1 ) Class A Common Stock 25,000 $ 0.92 25,000 I See footnote ( 2 ) Warrants $ 11.5 04/08/2019 P 75,000 ( 1 ) ( 1 ) Class A Common Stock 75,000 $ 0.92 100,000 I See footnote ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other RMG Sponsor, LLC C/O RMG ACQUISITION CORP. 340 MADISON AVE., 19TH FLOOR NEW YORK, NY10173 X MKC Investments LLC C/O RMG ACQUISITION CORP. 340 MADISON AVE., 19TH FLOOR NEW YORK, NY10173 X Carpenter David James C/O RMG ACQUISITION CORP. 340 MADISON AVE., 19TH FLOOR NEW YORK, NY10173 X X Chairman Mancini Robert S. C/O RMG ACQUISITION CORP. 340 MADISON AVE., 19TH FLOOR NEW YORK, NY10173 X X Chief Executive Officer KASSIN PHILIP C/O RMG ACQUISITION CORP. 340 MADISON AVE., 19TH FLOOR NEW YORK, NY10173 X X President and COO Signatures RMG Sponsor, LLC By: MKC Investments LLC, its sole managing member By: /s/ Philip Kassin, President and Chief Operating Officer 04/09/2019 Signature of Reporting Person Date MKC Investments LLC By: /s/ Philip Kassin, President and Chief Operating Officer 04/09/2019 Signature of Reporting Person Date /s/ D. James Carpenter 04/09/2019 Signature of Reporting Person Date /s/ Robert S. Mancini 04/09/2019 Signature of Reporting Person Date /s/ Philip Kassin 04/09/2019 Signature of Reporting Person Date

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.

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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