0000899243-20-031650.txt : 20201119
0000899243-20-031650.hdr.sgml : 20201119
20201119163016
ACCESSION NUMBER: 0000899243-20-031650
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20201117
FILED AS OF DATE: 20201119
DATE AS OF CHANGE: 20201119
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Fortress Acquisition Sponsor LLC
CENTRAL INDEX KEY: 0001801364
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39277
FILM NUMBER: 201329163
BUSINESS ADDRESS:
STREET 1: 1345 AVENUE OF THE AMERICAS
CITY: NEW YORK
STATE: NY
ZIP: 10105
BUSINESS PHONE: 212-798-6100
MAIL ADDRESS:
STREET 1: 1345 AVENUE OF THE AMERICAS
CITY: NEW YORK
STATE: NY
ZIP: 10105
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Principal Holdings I LP
CENTRAL INDEX KEY: 0001427223
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39277
FILM NUMBER: 201329164
BUSINESS ADDRESS:
STREET 1: 1345 AVENUE OF THE AMERICAS
CITY: NEW YORK
STATE: NY
ZIP: 10105
BUSINESS PHONE: 212 798 6100
MAIL ADDRESS:
STREET 1: 1345 AVENUE OF THE AMERICAS
CITY: NEW YORK
STATE: NY
ZIP: 10105
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: MP Materials Corp. / DE
CENTRAL INDEX KEY: 0001801368
STANDARD INDUSTRIAL CLASSIFICATION: METAL MINING [1000]
IRS NUMBER: 844465489
BUSINESS ADDRESS:
STREET 1: 6720 VIA AUSTI PARKWAY
STREET 2: SUITE 450
CITY: LAS VEGAS
STATE: NV
ZIP: 89119
BUSINESS PHONE: (702) 844-6111
MAIL ADDRESS:
STREET 1: 6720 VIA AUSTI PARKWAY
STREET 2: SUITE 450
CITY: LAS VEGAS
STATE: NV
ZIP: 89119
FORMER COMPANY:
FORMER CONFORMED NAME: Fortress Value Acquisition Corp.
DATE OF NAME CHANGE: 20200128
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2020-11-17
0
0001801368
MP Materials Corp. / DE
FVAC
0001427223
Principal Holdings I LP
1345 AVENUE OF THE AMERICAS,
46TH FLOOR
NEW YORK
NY
10105
0
0
1
0
0001801364
Fortress Acquisition Sponsor LLC
C/O 1345 AVENUE OF THE AMERICAS
46TH FLOOR
NEW YORK
NY
10105
0
0
1
0
Class A Common Stock, par value $0.0001 per share
2020-11-17
4
P
0
500000
10.00
A
500000
I
See Explanation of Responses
Class A Common Stock, par value $0.0001 per share
2020-11-17
4
C
0
9465000
A
9965000
I
See Explanation of Responses
Class F Common Stock, par value $0.0001 per share
2020-11-17
4
J
0
890000
A
Class A common stock, par value $0.0001 per share
890000
9465000
I
See Explanation of Responses
Class F Common Stock, par value $0.0001 per share
2020-11-17
4
C
0
9465000
D
Class A common stock, par value $0.0001 per share
9465000
0
I
See Explanation of Responses
Represents shares purchased by Fortress Acquisition Sponsor LLC ("Sponsor") from Fortress Value Acquisition Corp. (the "Issuer") in a private placement at a purchase price of $10.00 per share in connection with the consummation of the business combination with MP Mine Operations LLC and Secured Natural Resources LLC, on November 17, 2020 (the "Business Combination"), and pursuant to that certain Subscription Agreement, dated as of July 15, 2020.
Represents the exchange of 5,933,333 private placement warrants directly held by Sponsor for 890,000 newly issued shares of Class F common stock of the Issuer, at an exchange ratio of one private placement warrant for 0.15 shares of Class F common stock pursuant to that certain Agreement and Plan of Merger, dated as of July 15, 2020, as amended, and that certain Warrant Exchange Agreement, dated as of July 15, 2020, by and between the Issuer and Sponsor in connection with the consummation of Business Combination,.
In connection with the consummation of the Business Combination, each issued and outstanding share of Class F common stock of the Issuer automatically converted into one share of Class A common stock of the Issuer, pursuant to the Issuer's certificate of incorporation in effect prior to the Business Combination. Under certain circumstances, all or a portion of such shares of Class A common stock are subject to forfeiture if certain stock price levels are not achieved on or before the tenth anniversary of the Business Combination.
The member of Sponsor is Principal Holdings I LP, a Delaware limited partnership ("Holdings" and together with Sponsor, "the Reporting Persons").
Because of the relationship between the Reporting Persons, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of their respective pecuniary interests. Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.
Pursuant to Rule 16a-1(a)(4) under the Exchange Act, this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.
/s/ Alexander Gillette, Authorized Signatory, Principal Holdings I LP
2020-11-19
/s/ Alexander Gillette, Authorized Signatory, Fortress Acquisition Sponsor LLC
2020-11-19