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: JHL Capital Group LLC (N/A)
Reporting Person: JHL Capital Group Holdings One LLC (N/A)
Reporting Person: JHL Capital Group Holdings Two LLC (N/A)
Reporting Person: JHL Capital Group Master Fund L.P. (N/A)
Reporting Person: JHL Capital Group Master Fund GP Ltd. (N/A)
Reporting Person: JHL Capital Group L.P. (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-12-21	Class A Common Stock	J	734241	—	Acquired	11233040	Indirect
2020-12-21	Class A Common Stock	J	2182344	—	Acquired	33387338	Indirect
2020-12-21	Class A Common Stock	J	153	—	Acquired	2361	Direct
2020-12-22	Class A Common Stock	J	734241	—	Acquired	11967281	Indirect
2020-12-22	Class A Common Stock	J	2182344	—	Acquired	35569682	Indirect
2020-12-22	Class A Common Stock	J	153	—	Acquired	2514	Direct

Footnotes

F1: 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.

F2: 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.

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 Reporting Persons were granted the contingent right to receive the acquired shares. The merger agreement provided that the Reporting Persons 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 Persons acquired the earn-out Shares.

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 Persons were granted the contingent right to receive the acquired shares. The merger agreement provided that the Reporting Persons 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 Persons acquired the earn-out Shares.