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: Gold Daniel Allen (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-11-17	Class A Common Stock	A	10142787	—	Acquired	10142787	Indirect
2020-11-17	Class A Common Stock	A	1661002	—	Acquired	1661002	Indirect
2020-11-17	Class A Common Stock	A	8218477	—	Acquired	8218477	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: The entities described above acquired these Shares on November 17, 2020, as consideration for the entities' shares of common stock 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 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 Shares is greater than or equal to $20.00 for any twenty trading days within any thirty-trading day period.