JHL Capital Group LLC - 26 May 2023 Form 4 Insider Report for MP Materials Corp. / DE (MP)

Reporting relationship: 10%+ Owner
Issuer ticker: MP
Reported as of: 26 May 2023
Net transaction value: -$14,055,088
SEC form: 4
Accepted by SEC: 31 May 2023, 16:41:30 UTC
Prior SEC filing: 09 Sep 2022
Source filing: View source filing
Reporting owner signature: /s/ See Exhibit 99.1

Key filing fact

JHL Capital Group LLC filed Form 4 for MP Materials Corp. / DE (MP) on 31 May 2023.

Key facts

This page summarizes JHL Capital Group LLC's Form 4 filing for MP Materials Corp. / DE (MP).
5 reported transactions and 0 derivative rows are listed below.
Accepted by SEC: 31 May 2023, 16:41.

Change

Previous filing in this sequence was filed on 09 Sep 2022.
Current net transaction value: -$14,055,088.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

MP transaction

Class A Common Stock

Other

Transaction value: $0
Shares: -6,445,098
Change %: -91%
Price: $0.000000
Shares after: 647,832
Date: 26 May 2023
Ownership: Held by JHL Capital Group Holdings One LLC
Footnotes: F1, F2, F3

MP transaction

Class A Common Stock

Sale

Transaction value: $12,665,510
Shares: -585,012
Change %: -90%
Price: $21.65
Shares after: 62,820
Date: 26 May 2023
Ownership: Held by JHL Capital Group Holdings One LLC
Footnotes: F2, F3, F4, F5

MP transaction

Class A Common Stock

Sale

Transaction value: $1,389,578
Shares: -62,820
Change %: -100%
Price: $22.12
Shares after: 0
Date: 26 May 2023
Ownership: Held by JHL Capital Group Holdings One LLC
Footnotes: F2, F3, F4, F6

MP transaction

Class A Common Stock

Other

Transaction value: $0
Shares: -21,081,917
Change %: -100%
Price: $0.000000^*
Shares after: 0
Date: 26 May 2023
Ownership: Held by JHL Capital Group Holdings Two LLC
Footnotes: F2, F3, F7

MP transaction

Class A Common Stock

Other

Transaction value: $0
Shares: -2,169,712
Change %: -100%
Price: $0.000000^*
Shares after: 0
Date: 26 May 2023
Ownership: Direct
Footnotes: F8, F9

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

JHL Capital Group LLC is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 9 footnotes

Footnote 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.

Footnote 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.

Footnote 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.

Footnote 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.

Footnote 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.

Footnote 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.

Footnote 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.

Footnote F8

On May 26, 2023, JHL Capital Group made an in-kind distribution of Shares on a pro rata basis, for no consideration.

Footnote 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.

SEC remarks

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.