James H. Litinsky - Sep 7, 2022 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
Stock symbol
MP
Transactions as of
Sep 7, 2022
Transactions value $
$0
Form type
4
Date filed
9/9/2022, 05:35 PM
Previous filing
Aug 10, 2022
Next filing
Nov 18, 2022

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 Held by JHL Capital Group LLC F2, F3, F5
holding MP Class A Common Stock 801K Sep 7, 2022 Direct F5
holding MP Class A Common Stock 16M Sep 7, 2022 Held by James Henry Litinsky, Trustee of James Henry Litinsky Revocable Trust u/a/d 10/19/2011 F6
* 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 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 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 of Class A Common Stock acquired in a pro rata distribution in-kind on September 7, 2022, the acquisition of which was exempt pursuant to Rule 16a-9.
F6 James Litinsky as sole trustee of the James Henry Litinsky, Trustee of James Henry Litinsky Revocable Trust u/a/d 10/19/2011.