RMO Romeo Power Inc

[ ] 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 OF SECURITIES                                                                                   
OMB APPROVAL
OMB Number: 3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940                       

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/YYYY) 10/21/2019
(Street) NEW YORK, NY 10173 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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 Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		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 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	$11.50	10/21/2019		P		350		(1)	(1)	Class A Common Stock	350	$0.61	153058	I	See footnote (2)
Warrants	$11.50	10/22/2019		P		350		(1)	(1)	Class A Common Stock	350	$0.609	153408	I	See footnote (2)

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.

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, NY 10173		X
MKC Investments LLC C/O RMG ACQUISITION CORP. 340 MADISON AVE., 19TH FLOOR NEW YORK, NY 10173		X
Carpenter David James C/O RMG ACQUISITION CORP. 340 MADISON AVE., 19TH FLOOR NEW YORK, NY 10173	X	X	Chairman
Mancini Robert S. C/O RMG ACQUISITION CORP. 340 MADISON AVE., 19TH FLOOR NEW YORK, NY 10173	X	X	Chief Executive Officer
KASSIN PHILIP C/O RMG ACQUISITION CORP. 340 MADISON AVE., 19TH FLOOR NEW YORK, NY 10173	X	X	President and COO

Signatures
RMG Sponsor, LLC By: MKC Investments LLC, its sole managing member By: /s/ Philip Kassin Title: President and Chief Operating Officer		10/23/2019
**Signature of Reporting Person		Date
MKC Investments LLC By: /s/ Philip Kassin Title: President and Chief Operating Officer		10/23/2019
**Signature of Reporting Person		Date
/s/ D. James Carpenter		10/23/2019
**Signature of Reporting Person		Date
/s/ Robert S. Mancini		10/23/2019
**Signature of Reporting Person		Date
/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).
Note:	File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

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