| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | MP | 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 | 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 | 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 | 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 | Common Stock | Other | $0 | -2.17M | -100% | $0.00* | 0 | May 26, 2023 | Held by JHL Capital Group LLC | F2, F3, F8, F9 |
| holding | MP | Common Stock | 18.3M | May 26, 2023 | Held by James Henry Litinsky, Trustee of James Henry Litinsky Revocable Trust u/a/d 10/19/2011 | F9, F10 | |||||
| holding | MP | Common Stock | 625K | May 26, 2023 | Direct | F9 |
| Id | Content |
|---|---|
| F1 | On May 26, 2023, JHL Capital Group Holdings One LLC made an in-kind distribution of shares of common stock 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 of common stock 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 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 of common stock 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 common stock by JHL Capital Group Holdings One LLC were made to cover taxes of JHL Capital Group Fund Ltd associated with the distribution of shares of Common Stock 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 person undertakes to provide to MP Materials Corp., any security holder of MP Materials Corp., 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 person undertakes to provide to MP Materials Corp., any security holder of MP Materials Corp., 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 of common stock on a pro rata basis, for no consideration. |
| F8 | On May 26, 2023, JHL Capital Group LLC made an in-kind distribution of shares of common stock 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. |
| F10 | James Litinsky as sole trustee of the James Henry Litinsky, Trustee of James Henry Litinsky Revocable Trust u/a/d 10/19/2011. |