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Filing Details

Accession Number:: 0001140361-23-027511
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2023-05-31 16:41:30
Reporting Period:: 2023-05-26

Accepted Time:: 2023-05-31 16:41:30
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1801368	Mp Materials Corp. / De	MP	()	DE

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1496859	Jhl Capital Group Llc	1500 N. Halsted, Suite 200 Chicago IL 60642	No	No	No	No
1831473	Jhl Capital Group Holdings Two Llc	1500 N. Halsted, Suite 200 Chicago IL 60642	No	No	No	No
1831474	Jhl Capital Group Holdings One Llc	1500 N. Halsted, Suite 200 Chicago IL 60642	No	No	No	No
1831475	L.p. Group Capital Jhl	1500 N. Halsted, Suite 200 Chicago IL 60642	No	No	No	No
1831476	Ltd. Gp Fund Master Group Capital Jhl	Ugland House, South Church Street P.o. Box 309 Grand Cayman E9 KY1-1104	No	No	No	No
1831478	L.p. Fund Master Group Capital Jhl	Ugland House, South Church Street P.o. Box 309 Grand Cayman E9 KY1-1104	No	No	No	No

Reported Non-Derivative Transactions

Show Other Fields >>

Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class A Common Stock	Disposition	2023-05-26	6,445,098	$0.00	647,832	No	4	J	Indirect	Held by JHL Capital Group Holdings One LLC
Class A Common Stock	Disposition	2023-05-26	585,012	$21.65	62,820	No	4	S	Indirect	Held by JHL Capital Group Holdings One LLC
Class A Common Stock	Disposition	2023-05-26	62,820	$22.12	0	No	4	S	Indirect	Held by JHL Capital Group Holdings One LLC
Class A Common Stock	Disposition	2023-05-26	21,081,917	$0.00	0	No	4	J	Indirect	Held by JHL Capital Group Holdings Two LLC
Class A Common Stock	Disposition	2023-05-26	2,169,712	$0.00	0	No	4	J	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	J	Indirect	Held by JHL Capital Group Holdings One LLC
No	4	S	Indirect	Held by JHL Capital Group Holdings One LLC
No	4	S	Indirect	Held by JHL Capital Group Holdings One LLC
No	4	J	Indirect	Held by JHL Capital Group Holdings Two LLC
No	4	J	Direct

Footnotes

On May 26, 2023, JHL Capital Group Holdings One LLC made an in-kind distribution of Shares on a pro rata basis, for no consideration.
JHL Capital Group Master Fund L.P., a Cayman Islands limited partnership ("JHL Master Fund"), is the 100% owner of each of JHL Capital Group Holdings One LLC and JHL Capital Group Holdings Two LLC. JHL Capital Group Master Fund GP Ltd., a Cayman Islands exempted company ("JHL Master Fund GP"), is the general partner of JHL Master Fund. JHL Capital Group LLC, a Delaware limited liability company ("JHL Capital Group"), is the investment manager of JHL Master Fund, and is also the 100% owner of JHL Master Fund GP. JHL Capital Group L.P. and Mr. Litinsky may be deemed to beneficially own the shares held by JHL Capital Group LLC. James H. Litinsky holds a controlling interest in JHL Capital Group L.P. and serves as Chief Executive Officer of JHL Capital Group, as well as director of JHL Master Fund GP.
Accordingly, JHL Master Fund, JHL Master Fund GP, JHL Capital Group, JHL Capital Group L.P. and Mr. Litinsky may be deemed to beneficially own MP Materials Corp. (the "Issuer") Class A common stock ("Shares") to be held directly by JHL Capital Group Holdings One LLC and JHL Capital Group Holdings Two LLC. Mr. Litinsky disclaims any beneficial ownership in the Shares described in the prior sentence, other than to the extent of any pecuniary interest he may have therein, directly or indirectly.
The sales of Shares by JHL Capital Group Holdings One LLC were made to cover taxes of JHL Capital Group Fund Ltd associated with the distribution of Shares on May 26, 2023.
The price reported in Column 4 is a weighted average price. These Shares were sold in multiple transactions at prices ranging from $21.50 to $21.9675, inclusive. The Reporting Persons undertake 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 footnote 5 to this Form 4.
The price reported in Column 4 is a weighted average price. These Shares were sold in multiple transactions at prices ranging from $22.00 to $22.66, inclusive. The Reporting Persons undertake 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 footnote 6 to this Form 4.
On May 26, 2023, JHL Capital Group Holdings Two LLC made an in-kind distribution of Shares on a pro rata basis, for no consideration.
On May 26, 2023, JHL Capital Group made an in-kind distribution of Shares on a pro rata basis, for no consideration.
Includes Shares previously held indirectly through JHL Capital Group Holdings One LLC and JHL Capital Group Holdings Two LLC, which were distributed in-kind on a pro rata basis, for no consideration, on May 26, 2023, in a transaction exempt from Section 16 under Rule 16a-9.