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

Nov 20, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MP Materials Corp. / DE (MP)
CIK: 0001801368
Period of Report: 2020-11-17

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
2020-11-17	Class A Common Stock	A	10498799	—	Acquired	10498799	Indirect
2020-11-17	Class A Common Stock	A	31204994	—	Acquired	31204994	Indirect
2020-11-17	Class A Common Stock	A	2208	—	Acquired	2208	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: The entities described above acquired these Shares on November 17, 2020, as consideration for the entities' Shares of MPMO Holding Company and SNR Holding Company, LLC, which the Issuer acquired by business combination on November 17, 2020. Pursuant to the terms of the Merger Agreement, the entities will have the contingent right to receive additional Shares, (a) 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; and (b) 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.