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 OF SECURITIES
                                                                                  
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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)
9/27/2019
(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  9/27/2019    P     9150       (1)  (1) Class A Common Stock  1750  $0.76  152708  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 9/30/2019
**Signature of Reporting Person Date
MKC Investments LLC By: /s/ Philip Kassin Title: President and Chief Operating Officer 9/30/2019
**Signature of Reporting Person Date
/s/ D. James Carpenter 9/30/2019
**Signature of Reporting Person Date
/s/ Robert S. Mancini 9/30/2019
**Signature of Reporting Person Date
/s/ Philip Kassin 9/30/2019
**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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