MP Materials Corp. / DE — Director's Dealing 2020

Dec 23, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MP Materials Corp. / DE (MP)
CIK: 0001801368
Period of Report: 2020-12-21

Reporting Person: Gold Daniel Allen (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-12-21	Class A Common Stock	J	709343	—	Acquired	10852130	Indirect
2020-12-21	Class A Common Stock	J	116162	—	Acquired	1777164	Indirect
2020-12-21	Class A Common Stock	J	574765	—	Acquired	8793242	Indirect
2020-12-22	Class A Common Stock	J	709343	—	Acquired	11561473	Indirect
2020-12-22	Class A Common Stock	J	116162	—	Acquired	1893326	Indirect
2020-12-22	Class A Common Stock	J	574765	—	Acquired	9368007	Indirect

Footnotes

F1: 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") to be 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.

F2: 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 to be 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 to be 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 to be held directly by QVT Onshore and Saratoga and may be deemed to beneficially own such shares.

F3: 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.

F4: Pursuant to an "earn-out" provision in the merger agreement pursuant to which the Issuer acquired MPMO Holding Company and SNR Holding Company, LLC by business combination on November 17, 2020, the Reporting Person was granted the contingent right to receive the acquired shares. The merger agreement provided that the Reporting Person would receive the acquired shares, for no additional consideration, if, at any time during the ten years following the Closing, the VWAP of the Shares is greater than or equal to $18.00 for any twenty trading days within any thirty-trading day period. The Issuer's Shares met the condition on December 21, 2020, as a result of which the Reporting Person acquired the earn-out Shares.

F5: Pursuant to an "earn-out" provision in the merger agreement pursuant to which the Issuer acquired MPMO Holding Company and SNR Holding Company, LLC by business combination on November 17, 2020, the Reporting Person was granted the contingent right to receive the acquired shares. The merger agreement provided that the Reporting Person would receive the acquired shares, for no additional consideration, if, at any time during the ten years following the Closing, the VWAP of the Shares is greater than or equal to $20.00 for any twenty trading days within any thirty-trading day period. The Issuer's Shares met the condition on December 22, 2020, as a result of which the Reporting Person acquired the earn-out Shares.