Statement of Changes in Beneficial Ownership (4)

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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response... 0.5
	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 ^* QVT Financial LP	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) __X__ Other (specify below) Director by Deputization
(Last) (First) (Middle) 888 SEVENTH AVENUE, 43RD FLOOR	3. Date of Earliest Transaction (MM/DD/YYYY) 12/13/2022
(Street) NEW YORK, NY 10106 (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)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	12/13/2022		S		25329	D	$31.88	6892097	I ⁽¹⁾	Held by Fourth Avenue FF Opportunities LP - Series E ⁽¹⁾
Class A Common Stock	12/13/2022		S		4148	D	$31.88	1128617	I ⁽¹⁾	Held by QVT Family Office Onshore LP ⁽¹⁾
Class A Common Stock	12/13/2022		S		20523	D	$31.88	5584566	I ⁽¹⁾	Held by Saratoga Park Ltd ⁽¹⁾
Class A Common Stock	12/13/2022		S		25329	D	$31.62	6866768	I ⁽¹⁾	Held by Fourth Avenue FF Opportunities LP - Series E ⁽¹⁾
Class A Common Stock	12/13/2022		S		4148	D	$31.62	1124469	I ⁽¹⁾	Held by QVT Family Office Onshore LP ⁽¹⁾
Class A Common Stock	12/13/2022		S		20523	D	$31.62	5564043	I ⁽¹⁾	Held by Saratoga Park Ltd ⁽¹⁾
Class A Common Stock	12/14/2022		S		27204	D	$31.62	6839564	I ⁽¹⁾	Held by Fourth Avenue FF Opportunities LP - Series E ⁽¹⁾
Class A Common Stock	12/14/2022		S		4455	D	$31.62	1120014	I ⁽¹⁾	Held by QVT Family Office Onshore LP ⁽¹⁾
Class A Common Stock	12/14/2022		S		22043	D	$31.62	5542000	I ⁽¹⁾	Held by Saratoga Park Ltd ⁽¹⁾

*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)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

(1)

QVT Financial LP and its general partner, QVT Financial GP LLC (together, "QVT"), may be deemed to have beneficial ownership over the 13,501,578 Common Shares held by Saratoga Park Ltd., QVT Family Office Onshore LP and Fourth Avenue FF Opportunities LP - Series E. The filing of this statement shall not be deemed an admission that QVT is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Act of 1934, as amended, or otherwise. QVT expressly disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. Fourth Avenue Capital Partners GP LLC is the general partner of Fourth Avenue FF Opportunities LP - Series E and may also be deemed to have beneficial ownership over the Common Shares held by Fourth Avenue FF Opportunities LP - Series E.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
QVT Financial LP 888 SEVENTH AVENUE, 43RD FLOOR NEW YORK, NY 10106	X			Director by Deputization

Signatures
/s/ Meg Eisner		12/15/2022
^**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).
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