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

Apr 29, 2020

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Fortress Value Acquisition Corp. (FVAC)
CIK: 0001801368
Period of Report: 2020-04-29

Reporting Person: Principal Holdings I LP (10% Owner)
Reporting Person: Fortress Acquisition Sponsor LLC (10% Owner)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class F Common Stock, par value $0.0001 per share	$		Class A Common Stock, par value $0.0001 per share (8600000)		Indirect

Footnotes

F1: Fortress Acquisition Sponsor LLC ("Sponsor") directly owns shares of Class F common stock, par value $0.0001 per share ("Class F Common Stock"), of Fortress Value Acquisition Corp. (the "Issuer"), including 1,125,000 shares of Class F Common Stock that are subject to forfeiture if the underwriters of the Issuer's initial public offering do not exercise in full an option granted to it to cover over-allotments. Pursuant to the Amended and Restated Certificate of Incorporation of the Issuer, the shares of Class F Common Stock have no expiration date and (i) are convertible into shares of Class A Common Stock, par value $0.0001 per share ("Class A Common Stock"), of the Issuer at any time at the option of the holder on a one-for-one basis and (ii) will automatically convert into shares of Class A Common Stock at the time of the Issuer's initial business combination on a one-for-one basis, in each case, subject to adjustment.

F2: The member of Fortress Acquisition Sponsor LLC is Principal Holdings I LP, a Delaware limited partnership ("Holdings" and together with Sponsor, "the Reporting Persons").

F3: Because of the relationship among the Reporting Persons, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of their respective pecuniary interests. Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.

F4: Pursuant to Rule 16a-1(a)(4) under the Exchange Act, this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.