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*
JHL Capital Group LLC

(Last) (First) (Middle)
900 N. MICHIGAN AVENUE, SUITE 2000

(Street)
CHICAGO IL 60611

(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)
Director X 10% Owner
Officer (give title below) X Other (specify below)
See Remarks
3. Date of Earliest Transaction (Month/Day/Year)
03/26/2021
4. If Amendment, Date of Original Filed (Month/Day/Year)
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. 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)
Code V Amount (A) or (D) Price
Class A Common Stock 03/26/2021 S 838,341 D $33.775 11,128,940 I(1)(2) Held by JHL Capital Group Holdings One LLC(1)(2)
Class A Common Stock 03/26/2021 S 2,491,756 D $33.775 33,077,926 I(1)(2) Held by JHL Capital Group Holdings Two LLC(1)(2)
Class A Common Stock 03/26/2021 S 176 D $33.775 2,338 D
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
JHL Capital Group LLC

(Last) (First) (Middle)
900 N. MICHIGAN AVENUE, SUITE 2000

(Street)
CHICAGO IL 60611

(City) (State) (Zip)
1. Name and Address of Reporting Person*
JHL Capital Group Holdings One LLC

(Last) (First) (Middle)
900 N. MICHIGAN AVENUE, SUITE 2000

(Street)
CHICAGO IL 60611

(City) (State) (Zip)
1. Name and Address of Reporting Person*
JHL Capital Group Holdings Two LLC

(Last) (First) (Middle)
900 N. MICHIGAN AVENUE, SUITE 2000

(Street)
CHICAGO IL 60611

(City) (State) (Zip)
1. Name and Address of Reporting Person*
JHL Capital Group Master Fund L.P.

(Last) (First) (Middle)
UGLAND HOUSE, SOUTH CHURCH STREET,
P.O. BOX 309

(Street)
GRAND CAYMAN E9 KY1-1104

(City) (State) (Zip)
1. Name and Address of Reporting Person*
JHL Capital Group Master Fund GP Ltd.

(Last) (First) (Middle)
UGLAND HOUSE, SOUTH CHURCH STREET,
P.O. BOX 309

(Street)
GRAND CAYMAN E9 KY1-1104

(City) (State) (Zip)
1. Name and Address of Reporting Person*
JHL Capital Group L.P.

(Last) (First) (Middle)
900 N. MICHIGAN AVENUE, SUITE 2000

(Street)
CHICAGO IL 60611

(City) (State) (Zip)
Explanation of Responses:
1. 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 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.
2. 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 MP Materials Corp. (the "Issuer") Class A common stock ("Shares") 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 described in the prior sentence, other than to the extent of any pecuniary interest he may have therein, directly or indirectly.
Remarks:
Exhibit 99.1: Additional Signatures. Mr. Litinsky serves as a Chairman of the Board of Directors and Chief Executive Officer of the Issuer. Accordingly, each of the Reporting Persons may be deemed to be a "director by deputization", as such term is used for purposes of Section 16 of the Exchange Act, of the Issuer by virtue of its relationship with Mr. Litinsky.
/s/ See Exhibit 99.1 03/30/2021
** 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).
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