Initial Statement of Beneficial Ownership (3)

FORM 3	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0104 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. Date of Event Requiring Statement (MM/DD/YYYY) 11/17/2020

3. Issuer Name and Ticker or Trading Symbol

MP Materials Corp. / DE [MP]

(Last) (First) (Middle)

444 MADISON AVENUE, 21ST FLOOR

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director ___X___ 10% Owner
_____ Officer (give title below) ___X___ Other (specify below)
/ Director by Deputization

(Street)

NEW YORK, NY 10022

(City) (State) (Zip)

5. 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 Beneficially Owned
1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock, par value of $0.0001 per share	10142787	I	Held by Fourth Avenue FF Opportunities LP - Series E ⁽¹⁾
Class A Common Stock, par value of $0.0001 per share	1661002	I	Held by QVT Family Office Onshore LP ⁽¹⁾
Class A Common Stock, par value of $0.0001 per share	8218477	I	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. 4)	2. Date Exercisable and Expiration Date (MM/DD/YYYY)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivate Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)

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 20,022,266 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 444 MADISON AVENUE, 21ST FLOOR NEW YORK, NY 10022	X	X		Director by Deputization