MP Materials Corp. / DE — Director's Dealing 2023

Jan 18, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MP Materials Corp. / DE (MP)
CIK: 0001801368
Period of Report: 2023-01-13

Reporting Person: Litinsky James H. (Director, Chairman and CEO, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-01-13	Class A Common Stock	A	21164	$0.00	Acquired	621993	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	7092930	Indirect
Class A Common Stock	21081917	Indirect
Class A Common Stock	398502	Indirect
Class A Common Stock	16146773	Indirect

Footnotes

F1: The securities reported are restricted stock units that vest in four annual installments beginning on the first anniversary of the grant date. Each restricted stock unit represents the contingent right to receive, upon vesting of the unit, one share of the issuer's Class A common stock.

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 issuer's Class A common stock 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: James Litinsky as sole trustee of the James Henry Litinsky, Trustee of James Henry Litinsky Revocable Trust u/a/d 10/19/2011.