SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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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. Date of Event Requiring Statement (Month/Day/Year) 11/17/2020	3. Issuer Name and Ticker or Trading Symbol MP Materials Corp. / DE [ MP ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner Officer (give title below) X Other (specify below) See Remarks	5. 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 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)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	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) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See Remarks

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) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See Remarks

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) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See Remarks

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) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See Remarks

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) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See Remarks

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) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See Remarks

Explanation of Responses:

Remarks:

Exhibit 99.1: Additional Signatures. JHL Capital Group Master Fund L.P. ("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. ("JHL Master Fund GP") is the general partner of JHL Master Fund. JHL Capital Group LLC ("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. is the 100% owner of JHL Capital Group. James H. Litinsky, who 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, also 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.

No securities are beneficially owned.

	/s/ See Exhibit 99.1	11/19/2020
	** Signature of Reporting Person	Date
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