Statement of Changes in Beneficial Ownership (4)
June 06 2022 - 07:20PM
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).
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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 * Gold Daniel Allen |
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 _____
10% Owner
_____ Officer (give title
below) _____ Other
(specify below)
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(Last)
(First)
(Middle)
6720 VIA AUSTI PARKWAY, SUITE 450 |
3. Date of Earliest Transaction (MM/DD/YYYY)
6/2/2022
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(Street)
LAS VEGAS, NV 89119
(City)
(State)
(Zip)
|
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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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 |
Class A Common Stock |
6/2/2022 |
|
S |
|
41359 |
D |
$40.09 |
8418274 |
I (1)(2) |
Held by Fourth Avenue FF Opportunities LP -
Series E (1)(2) |
Class A Common Stock |
6/2/2022 |
|
S |
|
6768 |
D |
$40.09 |
1378597 |
I (2)(3) |
Held by QVT Family Office Onshore
LP (2)(3) |
Class A Common Sock |
6/2/2022 |
|
S |
|
33513 |
D |
$40.09 |
6821153 |
I (2)(3) |
Held by Saratoga Park Ltd. (2)(3) |
Class A Common Stock |
6/6/2022 |
|
S |
|
73043 |
D |
$40.38 |
8345231 |
I (1)(2) |
Held by Fourth Avenue FF Opportunities LP -
Series E (1)(2) |
Class A Common Stock |
6/6/2022 |
|
S |
|
11962 |
D |
$40.38 |
1366635 |
I (2)(3) |
Held by QVT Family Office Onshore
LP (2)(3) |
Class A Common Stock |
6/6/2022 |
|
S |
|
59185 |
D |
$40.38 |
6761968 |
I (2)(3) |
Held by Saratoga Park Ltd. (2)(3) |
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) |
Management of Fourth Avenue
FF-E is vested in its general partner, Fourth Avenue Capital
Partners GP LLC, a Delaware limited liability company ("Fourth
Avenue GP"), which may be deemed to beneficially own the shares of
MP Materials Corp. (the "Issuer") Class A common stock ("Shares")
held directly by Fourth Avenue FF-E. Daniel Gold is a Managing
Member of Fourth Avenue GP, sharing voting and investment control
over the Shares held directly by Fourth Avenue FF-E and may be
deemed to beneficially own such Shares. |
(2) |
Daniel Gold disclaims any
beneficial ownership in the Shares described herein, other than to
the extent of any pecuniary interest he may have therein, directly
or indirectly. |
(3) |
Management of QVT Family
Office Onshore LP ("QVT Onshore") is vested in its general partner,
QVT Associates GP LLC, a Delaware limited liability company ("QVT
Associates GP"), which may be deemed to beneficially own the Shares
held directly by QVT Onshore. QVT Financial LP, a Delaware limited
partnership, is the investment manager of QVT Onshore and Saratoga
Park Ltd. ("Saratoga"), and shares voting and investment control
over the Shares held directly by QVT Onshore and Saratoga. QVT
Financial GP LLC ("QVT Financial GP"), a Delaware limited liability
company, is the general partner of QVT Financial LP. Daniel Gold is
a Managing Member of each of QVT Associates GP and QVT Financial
GP, sharing voting and investment control over the Shares held
directly by QVT Onshore and Saratoga and may be deemed to
beneficially own such shares. |
Reporting
Owners
|
Reporting Owner Name / Address |
Relationships
|
Director |
10% Owner |
Officer |
Other |
Gold Daniel Allen
6720 VIA AUSTI PARKWAY, SUITE 450
LAS VEGAS, NV 89119 |
X |
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Signatures
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/s/ Elliot D. Hoops, Attorney-In-Fact for Daniel
Allen Gold |
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6/6/2022 |
**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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