X0306 4 2020-07-06 0 0001801368 MP Materials Corp. / DE FVAC 0001427223 Principal Holdings I LP 1345 AVENUE OF THE AMERICAS, 46TH FLOOR NEW YORK NY 10105 0 0 1 0 0001801364 Fortress Acquisition Sponsor LLC C/O 1345 AVENUE OF THE AMERICAS 46TH FLOOR NEW YORK NY 10105 0 0 1 0 Class F Common Stock, par value $0.0001 per share 2020-07-06 4 S 0 25000 0.0029 D Class A common stock, par value $0.0001 per share 25000 8575000 I See footnotes Pursuant to the Issuer's certificate of incorporation, each issued and outstanding share of Class F common stock of the Issuer has no expiration date and will automatically convert into one share of Class A common stock of the Issuer at the time of the Issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights. Sponsor sold 25,000 shares of Class F common stock for the aggregate consideration of $72.46. The member of Sponsor is Principal Holdings I LP, a Delaware limited partnership ("Holdings" and together with Sponsor, "the Reporting Persons"). 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. 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. /s/ Alexander Gillette, Authorized Signatory, Principal Holdings I LP 2020-11-19 /s/ Alexander Gillette, Authorized Signatory, Fortress Acquisition Sponsor LLC 2020-11-19