0001209191-23-033120.txt : 20230531 0001209191-23-033120.hdr.sgml : 20230531 20230531164807 ACCESSION NUMBER: 0001209191-23-033120 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230526 FILED AS OF DATE: 20230531 DATE AS OF CHANGE: 20230531 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Litinsky James H. CENTRAL INDEX KEY: 0001831746 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39277 FILM NUMBER: 23981685 MAIL ADDRESS: STREET 1: C/O MP MATERIALS CORP. STREET 2: 1700 S. PAVILION CENTER DRIVE, SUITE 800 CITY: LAS VEGAS STATE: NV ZIP: 89135 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: MP Materials Corp. / DE CENTRAL INDEX KEY: 0001801368 STANDARD INDUSTRIAL CLASSIFICATION: METAL MINING [1000] IRS NUMBER: 844465489 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1700 S. PAVILION CENTER DR. STREET 2: SUITE 800 CITY: LAS VEGAS STATE: NV ZIP: 89135 BUSINESS PHONE: (702) 844-6111 MAIL ADDRESS: STREET 1: 1700 S. PAVILION CENTER DR. STREET 2: SUITE 800 CITY: LAS VEGAS STATE: NV ZIP: 89135 FORMER COMPANY: FORMER CONFORMED NAME: Fortress Value Acquisition Corp. DATE OF NAME CHANGE: 20200128 4 1 doc4.xml FORM 4 SUBMISSION X0407 4 2023-05-26 0 0001801368 MP Materials Corp. / DE MP 0001831746 Litinsky James H. 1700 S. PAVILION CENTER DRIVE, SUITE 800 LAS VEGAS NV 89135 1 1 1 0 Chairman and CEO 0 Common Stock 2023-05-26 4 J 0 6445098 0.00 D 647832 I Held by JHL Capital Group Holdings One LLC Common Stock 2023-05-26 4 S 0 585012 21.65 D 62820 I Held by JHL Capital Group Holdings One LLC Common Stock 2023-05-26 4 S 0 62820 22.12 D 0 I Held by JHL Capital Group Holdings One LLC Common Stock 2023-05-26 4 J 0 21081917 0.00 D 0 I Held by JHL Capital Group Holdings Two LLC Common Stock 2023-05-26 4 J 0 2169712 0.00 D 0 I Held by JHL Capital Group LLC Common Stock 18316485 I Held by James Henry Litinsky, Trustee of James Henry Litinsky Revocable Trust u/a/d 10/19/2011 Common Stock 624931 D On May 26, 2023, JHL Capital Group Holdings One LLC made an in-kind distribution of shares of common stock on a pro rata basis, for no consideration. JHL Capital Group Master Fund L.P., a Cayman Islands limited partnership ("JHL Master Fund"), is the 100% owner of each of JHL Capital Group Holdings One LLC and JHL Capital Group Holdings Two LLC. JHL Capital Group Master Fund GP Ltd., a Cayman Islands exempted company ("JHL Master Fund GP"), is the general partner of JHL Master Fund. JHL Capital Group LLC, a Delaware limited liability company ("JHL Capital Group"), is the investment manager of JHL Master Fund, and is also the 100% owner of JHL Master Fund GP. JHL Capital Group L.P. and Mr. Litinsky may be deemed to beneficially own the shares of common stock held by JHL Capital Group LLC. James H. Litinsky holds a controlling interest in JHL Capital Group L.P. and serves as Chief Executive Officer of JHL Capital Group, as well as director of JHL Master Fund GP. Accordingly, JHL Master Fund, JHL Master Fund GP, JHL Capital Group, JHL Capital Group L.P. and Mr. Litinsky may be deemed to beneficially own issuer's common stock to be held directly by JHL Capital Group Holdings One LLC and JHL Capital Group Holdings Two LLC. Mr. Litinsky disclaims any beneficial ownership in the shares of common stock described in the prior sentence, other than to the extent of any pecuniary interest he may have therein, directly or indirectly. The sales of common stock by JHL Capital Group Holdings One LLC were made to cover taxes of JHL Capital Group Fund Ltd associated with the distribution of shares of Common Stock on May 26, 2023. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $21.50 to $21.9675, inclusive. The reporting person undertakes to provide to MP Materials Corp., any security holder of MP Materials Corp., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote 5 to this Form 4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $22.00 to $22.66, inclusive. The reporting person undertakes to provide to MP Materials Corp., any security holder of MP Materials Corp., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote 6 to this Form 4. On May 26, 2023, JHL Capital Group Holdings Two LLC made an in-kind distribution of shares of common stock on a pro rata basis, for no consideration. On May 26, 2023, JHL Capital Group LLC made an in-kind distribution of shares of common stock on a pro rata basis, for no consideration. Includes shares previously held indirectly through JHL Capital Group Holdings One LLC and JHL Capital Group Holdings Two LLC, which were distributed in-kind on a pro rata basis, for no consideration, on May 26, 2023, in a transaction exempt from Section 16 under Rule 16a-9. James Litinsky as sole trustee of the James Henry Litinsky, Trustee of James Henry Litinsky Revocable Trust u/a/d 10/19/2011. /s/ Elliot D. Hoops, Attorney-In-Fact for James H. Litinsky 2023-05-31