Statement of Changes in Beneficial Ownership (4)
June 16 2022 - 04:35PM
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)
6/14/2022
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(Street)
LAS VEGAS, NV 89119
(City)
(State)
(Zip)
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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 |
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 |
Restricted Stock Units |
(1) |
6/14/2022 |
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A |
|
2849 |
|
(1) |
(1) |
Class A Common Stock |
2849 |
$0.00 |
2849 |
D |
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Explanation of
Responses: |
(1) |
Each restricted stock unit
("RSU") represents a contingent right to receive one share of MP
Materials Corp. ("Issuer") Class A common stock. These RSUs vest on
the earlier of: (i) June 15, 2023; and (ii) the next annual meeting
of the Issuer's stockholders, subject to the reporting person's
continued service through the applicable vesting date, and settled
upon the earlier to occur of (x) June 15th following the fifth
anniversary of the vesting date; (y) a "change in control event"
within the meaning of Section 409A of the Internal Revenue Code;
and (z) the date of the director's separation from service. These
RSUs fully vest upon a change in control of the Issuer or the
director's termination of service due to death or
disability. |
Reporting
Owners
|
Reporting Owner Name / Address |
Relationships
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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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6/16/2022 |
**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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