FORM 5 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
[ ] Form 3 Holdings Reported
[ ] Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
OMB APPROVAL
OMB Number: 3235-0362
Estimated average burden
hours per response...
1.0
                      
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 * Hoops Elliot Dean 2. Issuer Name and Ticker or Trading SymbolMP Materials Corp. / DE [MP] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
General Counsel and Secretary
(Last)         (First)         (Middle)
6720 VIA AUSTI PARKWAY, SUITE 450
3. Statement for Issuer's Fiscal Year Ended (MM/DD/YYYY)
12/8/2021 
(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)
Amount (A) or (D) Price
Common Stock  12/8/2021    G  6632 (1) D $0.00  36429  D   
Common Stock  12/8/2021    G  6632 (1) A $0.00  6632  I  By Hoops Family Trust 
Common Stock               1000  I  By Spouse 

Table II - Derivative Securities Acquired, Disposed of, or 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
(MM/DD/YYYY)
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 at End of Issuer's Fiscal Year
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
(1)  This transaction involved a gift of shares by the reporting person to the Hoops Family Trust, a living trust, on December 8, 2021. These shares were previously reported as directly beneficially owned by the reporting person.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Hoops Elliot Dean
6720 VIA AUSTI PARKWAY, SUITE 450
LAS VEGAS, NV 89119


General Counsel and Secretary

Signatures
/s/ Elliot D. Hoops 2/11/2022
**Signature of Reporting Person Date
Fortress Value Acquisition (NYSE:FVAC)
Historical Stock Chart
From May 2022 to Jun 2022 Click Here for more Fortress Value Acquisition Charts.
Fortress Value Acquisition (NYSE:FVAC)
Historical Stock Chart
From Jun 2021 to Jun 2022 Click Here for more Fortress Value Acquisition Charts.