| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | MP | Class A Common Stock | Other | $0 | -6.45M | -90.87% | $0.00 | 648K | May 26, 2023 | Held by JHL Capital Group Holdings One LLC | F1, F2, F3 |
| transaction | MP | Class A Common Stock | Sale | -$12.7M | -585K | -90.3% | $21.65 | 62.8K | May 26, 2023 | Held by JHL Capital Group Holdings One LLC | F2, F3, F4, F5 |
| transaction | MP | Class A Common Stock | Sale | -$1.39M | -62.8K | -100% | $22.12 | 0 | May 26, 2023 | Held by JHL Capital Group Holdings One LLC | F2, F3, F4, F6 |
| transaction | MP | Class A Common Stock | Other | $0 | -21.1M | -100% | $0.00* | 0 | May 26, 2023 | Held by JHL Capital Group Holdings Two LLC | F2, F3, F7 |
| transaction | MP | Class A Common Stock | Other | $0 | -2.17M | -100% | $0.00* | 0 | May 26, 2023 | Direct | F8, F9 |
JHL Capital Group LLC is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| Id | Content |
|---|---|
| F1 | On May 26, 2023, 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 | The sales of Shares by JHL Capital Group Holdings One LLC were made to cover taxes of JHL Capital Group Fund Ltd associated with the distribution of Shares on May 26, 2023. |
| F5 | The price reported in Column 4 is a weighted average price. These Shares were sold in multiple transactions at prices ranging from $21.50 to $21.9675, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of Shares sold at each separate price within the range set forth in this footnote 5 to this Form 4. |
| F6 | The price reported in Column 4 is a weighted average price. These Shares were sold in multiple transactions at prices ranging from $22.00 to $22.66, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of Shares sold at each separate price within the range set forth in this footnote 6 to this Form 4. |
| F7 | On May 26, 2023, JHL Capital Group Holdings Two LLC made an in-kind distribution of Shares on a pro rata basis, for no consideration. |
| F8 | On May 26, 2023, JHL Capital Group made an in-kind distribution of Shares on a pro rata basis, for no consideration. |
| F9 | Includes Shares previously held indirectly through JHL Capital Group Holdings One LLC and JHL Capital Group Holdings Two LLC, which were distributed in-kind on a pro rata basis, for no consideration, on May 26, 2023, in a transaction exempt from Section 16 under Rule 16a-9. |
Exhibit 99.1: Additional Signatures. Mr. Litinsky serves as a Chairman of the Board of Directors and Chief Executive Officer of the Issuer and files Section 16 reports separately from the Reporting Persons.