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 ^* Principal Holdings I LP	2. Issuer Name and Ticker or Trading Symbol MP Materials Corp. / DE [ FVAC ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle) 1345 AVENUE OF THE AMERICAS,, 46TH FLOOR	3. Date of Earliest Transaction (MM/DD/YYYY) 11/17/2020
(Street) NEW YORK, NY 10105 (City) (State) (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) ___ Form filed by One Reporting Person _ X _ 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, par value $0.0001 per share	11/17/2020		P⁽¹⁾		500000 ⁽¹⁾	A	$10.00	500000	I	See Explanation of Responses ⁽⁴⁾⁽⁵⁾⁽⁶⁾
Class A Common Stock, par value $0.0001 per share	11/17/2020		C⁽³⁾		9465000 ⁽³⁾	A	⁽³⁾	9965000	I	See Explanation of Responses ⁽⁴⁾⁽⁵⁾⁽⁶⁾

*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)
Class F Common Stock, par value $0.0001 per share	⁽²⁾	11/17/2020		J ⁽²⁾		890000		⁽²⁾	⁽²⁾	Class A common stock, par value $0.0001 per share	890000	⁽²⁾	9465000	I	See Explanation of Responses ⁽⁴⁾⁽⁵⁾⁽⁶⁾
Class F Common Stock, par value $0.0001 per share	⁽²⁾	11/17/2020		C ⁽³⁾			9465000	⁽³⁾	⁽³⁾	Class A common stock, par value $0.0001 per share	9465000	⁽³⁾	0	I	See Explanation of Responses ⁽⁴⁾⁽⁵⁾⁽⁶⁾

Explanation of Responses:
(1)	Represents shares purchased by Fortress Acquisition Sponsor LLC ("Sponsor") from Fortress Value Acquisition Corp. (the "Issuer") in a private placement at a purchase price of $10.00 per share in connection with the consummation of the business combination with MP Mine Operations LLC and Secured Natural Resources LLC, on November 17, 2020 (the "Business Combination"), and pursuant to that certain Subscription Agreement, dated as of July 15, 2020.
(2)	Represents the exchange of 5,933,333 private placement warrants directly held by Sponsor for 890,000 newly issued shares of Class F common stock of the Issuer, at an exchange ratio of one private placement warrant for 0.15 shares of Class F common stock pursuant to that certain Agreement and Plan of Merger, dated as of July 15, 2020, as amended, and that certain Warrant Exchange Agreement, dated as of July 15, 2020, by and between the Issuer and Sponsor in connection with the consummation of Business Combination,.
(3)	In connection with the consummation of the Business Combination, each issued and outstanding share of Class F common stock of the Issuer automatically converted into one share of Class A common stock of the Issuer, pursuant to the Issuer's certificate of incorporation in effect prior to the Business Combination. Under certain circumstances, all or a portion of such shares of Class A common stock are subject to forfeiture if certain stock price levels are not achieved on or before the tenth anniversary of the Business Combination.
(4)	The member of Sponsor is Principal Holdings I LP, a Delaware limited partnership ("Holdings" and together with Sponsor, "the Reporting Persons").
(5)	Because of the relationship between the Reporting Persons, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of their respective pecuniary interests. Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.
(6)	Pursuant to Rule 16a-1(a)(4) under the Exchange Act, this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Principal Holdings I LP 1345 AVENUE OF THE AMERICAS, 46TH FLOOR NEW YORK, NY 10105		X
Fortress Acquisition Sponsor LLC C/O 1345 AVENUE OF THE AMERICAS 46TH FLOOR NEW YORK, NY 10105		X

Signatures
/s/ Alexander Gillette, Authorized Signatory, Principal Holdings I LP		11/19/2020
^**Signature of Reporting Person		Date
/s/ Alexander Gillette, Authorized Signatory, Fortress Acquisition Sponsor LLC		11/19/2020
^**Signature of Reporting Person		Date