JHL Capital Group LLC - Feb 28, 2022 Form 4 Insider Report for MP Materials Corp. / DE (MP)

Role
Other*, 10%+ Owner
Signature
/s/ See Exhibit 99.1
Stock symbol
MP
Transactions as of
Feb 28, 2022
Transactions value $
-$163,125,000
Form type
4
Date filed
3/2/2022, 03:30 PM
Previous filing
Sep 20, 2021
Next filing
Aug 10, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction MP Class A Common Stock Sale -$41.1M -944K -8.94% $43.50 9.61M Feb 28, 2022 Held by JHL Capital Group Holdings One LLC F1, F2
transaction MP Class A Common Stock Sale -$122M -2.81M -8.94% $43.50 28.6M Feb 28, 2022 Held by JHL Capital Group Holdings Two LLC F1, F2
holding MP Class A Common Stock 2.22K Feb 28, 2022 Direct
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
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.

Remarks:

Exhibit 99.1: Additional Signatures. Mr. Litinsky serves as a Chairman of the Board of Directors and Chief Executive Officer of the Issuer. Accordingly, each of the Reporting Persons may be deemed to be a "director by deputization", as such term is used for purposes of Section 16 of the Exchange Act, of the Issuer by virtue of its relationship with Mr. Litinsky.