Filing Details
- Accession Number:
- 0001628280-25-013949
- Form Type:
- 13D Filing
- Publication Date:
- 2025-03-18 20:00:00
- Filed By:
- James H. Litinsky
- Company:
- Mp Materials Corp. / De
- Filing Date:
- 2025-03-19
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| James H. Litinsky | 14,765,033 | 0 | 14,765,033 | 0 | 14,765,033 | 9.0% |
Filing
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 10)
|
MP Materials Corp. (Name of Issuer) |
Class A common stock, par value $0.0001 per share (Title of Class of Securities) |
553368101 (CUSIP Number) |
James H. Litinsky 1700 S. Pavilion Center Drive, Suite 800, Las Vegas, NV, 89135 702-844-6111 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
03/19/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | 553368101 |
| 1 |
Name of reporting person
James H. Litinsky | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
14,765,033.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A common stock, par value $0.0001 per share | |
| (b) | Name of Issuer:
MP Materials Corp. | |
| (c) | Address of Issuer's Principal Executive Offices:
1700 S. Pavilion Center Drive, Suite 800, Las Vegas,
NEVADA
, 89135. | |
Item 1 Comment:
This Amendment No. 10 to Schedule 13D ("Amendment No. 10") amends and supplements the information set forth in the Schedule 13D filed by the Reporting Persons with the U.S. Securities and Exchange Commission (the "SEC") on November 27, 2020 (the "Original Schedule 13D"), as amended by Amendment No. 1 filed on December 23, 2020, Amendment No. 2 filed on March 30, 2021, Amendment No. 3 filed on September 20, 2021, Amendment No. 4 filed on March 2, 2022, Amendment No. 5 filed on August 10, 2022, Amendment No. 6 filed on September 9, 2022, Amendment No. 7 filed on May 26, 2023, Amendment No. 8 filed on May 31, 2023, and Amendment No. 9 filed on December 4, 2024 (collectively the "Schedule 13D"), relating to the shares of Class A Common Stock, par value $0.0001 per share (the "Common Stock"), of MP Materials Corp. (the "Issuer"). The address of the principal executive offices of the Issuer is 1700 S. Pavilion Center Drive, Suite 800, Las Vegas, Nevada 89135. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D. Except as specifically provided herein, this Amendment No. 10 does not modify any of the information previously reported in the Schedule 13D. | ||
| Item 2. | Identity and Background | |
| (a) | James H. Litinsky | |
| (b) | 1700 S. Pavilion Center Drive, Suite 800, Las Vegas, NV 89135 | |
| (c) | Chief Executive Officer and Chairman of the Board | |
| (f) | United States | |
| Item 5. | Interest in Securities of the Issuer | |
| (a) | As of the date hereof, Mr. Litinsky may be deemed to beneficially own 14,765,033 shares of Common Stock, representing approximately 9.03% of the shares of Common Stock outstanding. This amount consists of: (i) 14,352,689 shares of Common Stock held by James Henry Litinsky, Trustee of James Henry Litinsky Revocable Trust u/a/d 10/19/2011, representing approximately 8.78% of the shares of Common Stock outstanding; (ii) 200,000 remaining restricted stock units ("RSUs") of the original 800,000 RSUs granted to Mr. Litinsky that vest in four annual installments beginning on November 18, 2022, where each RSU represents the contingent right to receive, upon vesting of the RSU, one share of Common Stock; (iii) 10,582 remaining RSUs of the original 21,164 RSUs granted to Mr. Litinsky that vest in four annual installments beginning on January 13, 2024, where each RSU represents the contingent right to receive, upon vesting of the RSU, one share of Common Stock; (iv) 78,948 remaining RSUs of the original 105,264 RSUs granted to Mr. Litinsky that vest in four annual installments beginning on January 12, 2025, where each RSU represents the contingent right to receive, upon vesting of the RSU, one share of Common Stock; (v) 119,047 RSUs granted to Mr. Litinsky that vest in four annual installments beginning on January 13, 2026, where each RSU represents the contingent right to receive, upon vesting of the RSU, one share of Common Stock; and (vi) 3,767 shares of Common Stock owned by Mr. Litinsky. | |
| (b) | The percentage of shares of Common Stock outstanding reported herein is based on 163,442,217 shares outstanding as of February 20, 2025, as set forth in the Issuer's annual report on Form 10-K filed with the SEC on February 28, 2025. | |
| (c) | Mr. Litinsky sold 1,676,610 shares of Common Stock in open market brokerage transaction in multiple transactions as follows: (i) on February 4, 2025, 386,223 shares of Common Stock pursuant to a 10b5-1 trading plan entered into on February 26, 2024, with a Weighted Average Price of $24.01 (Low Price: $23.75 and High Price: $24.21); (ii) on March 17, 2025, 489,918 shares of Common Stock pursuant to a 10b5-1 trading plan entered into on December 16, 2024 with a Weighted Average Price of $26.77 (Low Price: $26.45 and High Price: $27.05); (iii) on March 18, 2025, 639,294 shares of Common Stock pursuant to a 10b5-1 trading plan entered into on December 16, 2024, with a Weighted Average Price of $26.71 (Low Price: $26.03 and High Price: $27.00); and (iv) on March 19, 2025, 161,175 shares of Common Stock, pursuant to a 10b5-1 trading plan entered into on December 16, 2024, with a Weighted Average Price of $26.94 (Low Price: $26.47 and High Price: $27.25). The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this paragraph (c). No other transactions in the shares of Common Stock were purchased or sold by the Reporting Person during the past 60 days. | |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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