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: QVT Financial LP (Director, 10% Owner, Director by Deputization)

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: QVT Financial LP and its general partner, QVT Financial GP LLC (together, "QVT"), may be deemed to have beneficial ownership over the 22,822,806 Common Shares held by Saratoga Park Ltd., QVT Family Office Onshore LP and Fourth Avenue FF Opportunities LP - Series E (the "QVT Funds"). The filing of this statement shall not be deemed an admission that QVT is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Act of 1934, as amended, or otherwise. QVT expressly disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. Fourth Avenue Capital Partners GP LLC is the general partner of Fourth Avenue FF Opportunities LP - Series E and may also be deemed to have beneficial ownership over the Common Shares held by Fourth Avenue FF Opportunities LP - Series E.

F2: 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 QVT Funds were granted the contingent right to receive the acquired shares. The merger agreement provided that the QVT Funds 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 QVT Funds acquired the earn-out Shares and therefore the Reporting Person may be deemed to have acquired the earn-out shares. QVT expressly disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.

F3: 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 QVT Funds were granted the contingent right to receive the acquired shares. The merger agreement provided that the QVT Funds 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 QVT Funds acquired the earn-out Shares and therefore the Reporting Person may be deemed to have acquired the earn-out shares. QVT expressly disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.