Statement of Changes in Beneficial Ownership (4)
November 19 2021 - 05:17PM
Edgar (US Regulatory)
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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OMB
APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5 |
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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
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|
| 1. Name
and Address of Reporting Person * Litinsky James H. |
2. Issuer Name and Ticker or Trading
Symbol MP Materials Corp. / DE [ MP ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)__X__
Director __X__
10% Owner
__X__ Officer (give title
below) _____ Other
(specify below)
Chairman and CEO |
|
(Last)
(First)
(Middle)
6720 VIA AUSTI PARKWAY, SUITE 450 |
3. Date of Earliest Transaction (MM/DD/YYYY)
11/18/2021
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|
(Street)
LAS VEGAS, NV 89119
(City)
(State)
(Zip)
|
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
|
6. Individual or Joint/Group Filing
(Check Applicable Line) _X _ Form filed by One Reporting Person
___ 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 |
|
Common Stock |
11/18/2021 |
|
A |
|
800000 (1) |
A |
$0.00 |
800000 |
D |
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|
Common Stock |
|
|
|
|
|
|
|
16024773 (2) |
I (2) |
Held by James Henry Litinsky, Trustee of James
Henry Litinsky Revocable Trust u/a/d 10/19/2011 (2) |
|
Common Stock |
|
|
|
|
|
|
|
10554449 (3)(4) |
I (3)(4) |
Held by JHL Capital Group Holdings One
LLC (3)(4) |
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Common Stock |
|
|
|
|
|
|
|
31370398 (3)(4) |
I (3)(4) |
Held by JHL Capital Group Holdings Two
LLC (3)(4) |
|
Common Stock |
|
|
|
|
|
|
|
2217 (3)(4) |
I (3)(4) |
Held by JHL Capital Group LLC (3)(4) |
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 |
| Explanation of
Responses: |
| (1) |
The securities reported are
restricted stock units that vest in four annual installments
beginning on the first anniversary of the grant date. Each
restricted stock unit represents the contingent right to receive,
upon vesting of the unit, one share of the issuer's Class A common
stock. |
| (2) |
James Litinsky as sole
trustee of the James Henry Litinsky, Trustee of James Henry
Litinsky Revocable Trust u/a/d 10/19/2011. |
| (3) |
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. |
| (4) |
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 issuer's Class A
common stock 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. |
Reporting
Owners
|
|
Reporting Owner Name / Address |
Relationships
|
|
Director |
10% Owner |
Officer |
Other |
Litinsky James H.
6720 VIA AUSTI PARKWAY, SUITE 450
LAS VEGAS, NV 89119 |
X |
X |
Chairman and CEO |
|
Signatures
|
|
/s/ Elliot D. Hoops, Attorney-In-Fact for James
H. Litinsky |
|
11/19/2021 |
| **Signature of Reporting
Person |
Date |
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