JHL Capital Group LLC - Sep 7, 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: Sep 7, 2022
Transactions value $: $0
Form type: 4
Date filed: 9/9/2022, 05:30 PM
Previous filing: Aug 10, 2022
Next filing: May 31, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	MP	Class A Common Stock	Other	$0	-1.51M	-17.56%	$0.00	7.09M	Sep 7, 2022	Held by JHL Capital Group Holdings One LLC	F1, F2, F3
transaction	MP	Class A Common Stock	Other	$0	-4.49M	-17.56%	$0.00	21.1M	Sep 7, 2022	Held by JHL Capital Group Holdings Two LLC	F2, F3, F4
holding	MP	Class A Common Stock						399K	Sep 7, 2022	Direct	F5

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
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.

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.