James H. Litinsky - 18 Nov 2021 Form 4 Insider Report for MP Materials Corp. / DE (MP)

Role: Chairman and CEO, Director, 10%+ Owner
Signature: /s/ Elliot D. Hoops, Attorney-In-Fact for James H. Litinsky
Issuer symbol: MP
Transactions as of: 18 Nov 2021
Net transactions value: $0
Form type: 4
Filing time: 19 Nov 2021, 16:16:50 UTC
Previous filing: 20 Sep 2021
Next filing: 02 Mar 2022
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	MP	Common Stock	Award	$0	+800,000		$0.000000	800,000	18 Nov 2021	Direct	F1
holding	MP	Common Stock						16,024,773	18 Nov 2021	Held by James Henry Litinsky, Trustee of James Henry Litinsky Revocable Trust u/a/d 10/19/2011	F2
holding	MP	Common Stock						10,554,449	18 Nov 2021	Held by JHL Capital Group Holdings One LLC	F3, F4
holding	MP	Common Stock						31,370,398	18 Nov 2021	Held by JHL Capital Group Holdings Two LLC	F3, F4
holding	MP	Common Stock						2,217	18 Nov 2021	Held by JHL Capital Group LLC	F3, F4

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

Explanation of Responses:

Id	Content
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	James Litinsky as sole trustee of the James Henry Litinsky, Trustee of James Henry Litinsky Revocable Trust u/a/d 10/19/2011.
F3	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.
F4	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.