MP Materials Corp. / DE — Director's Dealing 2022

Sep 9, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MP Materials Corp. / DE (MP)
CIK: 0001801368
Period of Report: 2022-09-07

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
2022-09-07	Class A Common Stock	J	1510481	—	Disposed	7092930	Indirect
2022-09-07	Class A Common Stock	J	4489519	—	Disposed	21081917	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	398502	Direct

Footnotes

F1: On September 7, 2022, JHL Capital Group Holdings One LLC made an in-kind distribution of shares on a pro rata basis, for no consideration.

F2: 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.

F3: 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.

F4: On September 7, 2022, JHL Capital Group Holdings Two LLC made an in-kind distribution of shares on a pro rata basis, for no consideration.

F5: Includes shares previously held indirectly through JHL Capital Group Holdings One LLC and JHL Capital Group Holdings Two LLC, which were distributed on a pro rata basis, for no consideration, on September 7, 2022, in a transaction exempt from Section 16 under Rule 16a-9.