SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Gold Daniel Allen

(Last)

(First)

(Middle)

6720 VIA AUSTI PARKWAY, SUITE 450

(Street)

LAS VEGAS

89119

(City)

(State)

(Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
09/08/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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	09/08/2022		S		41,138	D	$32.32	7,112,461	I⁽¹⁾⁽²⁾	Held by Fourth Avenue FF Opportunities LP - Series E⁽¹⁾⁽²⁾
Class A Common Stock	09/08/2022		S		6,736	D	$32.32	1,164,702	I⁽²⁾⁽³⁾	Held by QVT Family Office Onshore LP⁽²⁾⁽³⁾
Class A Common Sock	09/08/2022		S		33,335	D	$32.32	5,763,123	I⁽²⁾⁽³⁾	Held by Saratoga Park Ltd.⁽²⁾⁽³⁾
Class A Common Stock	09/08/2022		S		33,295	D	$31.7	7,079,166	I⁽¹⁾⁽²⁾	Held by Fourth Avenue FF Opportunities LP - Series E⁽¹⁾⁽²⁾
Class A Common Stock	09/08/2022		S		5,452	D	$31.7	1,159,250	I⁽²⁾⁽³⁾	Held by QVT Family Office Onshore LP⁽²⁾⁽³⁾
Class A Common Stock	09/08/2022		S		26,979	D	$31.7	5,736,144	I⁽²⁾⁽³⁾	Held by Saratoga Park Ltd.⁽²⁾⁽³⁾
Class A Common Stock	09/09/2022		S		85,505	D	$33.44	6,993,661	I⁽¹⁾⁽²⁾	Held by Fourth Avenue FF Opportunities LP - Series E⁽¹⁾⁽²⁾
Class A Common Stock	09/09/2022		S		14,002	D	$33.44	1,145,248	I⁽²⁾⁽³⁾	Held by QVT Family Office Onshore LP⁽²⁾⁽³⁾
Class A Common Stock	09/09/2022		S		69,284	D	$33.44	5,666,860	I⁽²⁾⁽³⁾	Held by Saratoga Park Ltd.⁽²⁾⁽³⁾
Class A Common Stock	09/12/2022		S		76,235	D	$33.2	6,917,426	I⁽¹⁾⁽²⁾	Held by Fourth Avenue FF Opportunities LP - Series E⁽¹⁾⁽²⁾
Class A Common Stock	09/12/2022		S		12,483	D	$33.2	1,132,765	I⁽²⁾⁽³⁾	Held by QVT Family Office Onshore LP⁽²⁾⁽³⁾
Class A Common Stock	09/12/2022		S		61,771	D	$33.2	5,605,089	I⁽²⁾⁽³⁾	Held by Saratoga Park Ltd.⁽²⁾⁽³⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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.

Remarks:

	/s/ Elliot D. Hoops, Attorney-In-Fact for Daniel Allen Gold	09/12/2022
	** 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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