0001140361-23-027511.txt : 20230531 0001140361-23-027511.hdr.sgml : 20230531 20230531164130 ACCESSION NUMBER: 0001140361-23-027511 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20230526 FILED AS OF DATE: 20230531 DATE AS OF CHANGE: 20230531 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: JHL Capital Group LLC CENTRAL INDEX KEY: 0001496859 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39277 FILM NUMBER: 23981596 BUSINESS ADDRESS: STREET 1: 1500 N. HALSTED ST., SUITE 200 CITY: CHICAGO STATE: IL ZIP: 60642 BUSINESS PHONE: 312 628-7350 MAIL ADDRESS: STREET 1: 1500 N. HALSTED ST., SUITE 200 CITY: CHICAGO STATE: IL ZIP: 60642 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: JHL Capital Group Holdings One LLC CENTRAL INDEX KEY: 0001831474 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39277 FILM NUMBER: 23981595 BUSINESS ADDRESS: STREET 1: 1500 N. HALSTED ST., STREET 2: SUITE 2000 CITY: CHICAGO STATE: IL ZIP: 60642 BUSINESS PHONE: 312-628-7350 MAIL ADDRESS: STREET 1: 1500 N. HALSTED ST., STREET 2: SUITE 2000 CITY: CHICAGO STATE: IL ZIP: 60642 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: JHL Capital Group Holdings Two LLC CENTRAL INDEX KEY: 0001831473 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39277 FILM NUMBER: 23981594 BUSINESS ADDRESS: STREET 1: 1500 N. HALSTED ST., STREET 2: SUITE 2000 CITY: CHICAGO STATE: IL ZIP: 60642 BUSINESS PHONE: 312-628-7350 MAIL ADDRESS: STREET 1: 1500 N. HALSTED ST., STREET 2: SUITE 2000 CITY: CHICAGO STATE: IL ZIP: 60642 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: JHL Capital Group Master Fund L.P. CENTRAL INDEX KEY: 0001831478 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39277 FILM NUMBER: 23981593 BUSINESS ADDRESS: STREET 1: UGLAND HOUSE, SOUTH CHURCH STREET STREET 2: P.O. BOX 309 CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 BUSINESS PHONE: 312-628-7350 MAIL ADDRESS: STREET 1: UGLAND HOUSE, SOUTH CHURCH STREET STREET 2: P.O. BOX 309 CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: JHL Capital Group L.P. CENTRAL INDEX KEY: 0001831475 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39277 FILM NUMBER: 23981591 BUSINESS ADDRESS: STREET 1: 1500 N. HALSTED ST., STREET 2: SUITE 2000 CITY: CHICAGO STATE: IL ZIP: 60642 BUSINESS PHONE: 312-628-7350 MAIL ADDRESS: STREET 1: 1500 N. HALSTED ST., STREET 2: SUITE 2000 CITY: CHICAGO STATE: IL ZIP: 60642 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: JHL Capital Group Master Fund GP Ltd. CENTRAL INDEX KEY: 0001831476 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39277 FILM NUMBER: 23981592 BUSINESS ADDRESS: STREET 1: UGLAND HOUSE, SOUTH CHURCH STREET STREET 2: P.O. BOX 309 CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 BUSINESS PHONE: 312-628-7350 MAIL ADDRESS: STREET 1: UGLAND HOUSE, SOUTH CHURCH STREET STREET 2: P.O. BOX 309 CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: MP Materials Corp. / DE CENTRAL INDEX KEY: 0001801368 STANDARD INDUSTRIAL CLASSIFICATION: METAL MINING [1000] IRS NUMBER: 844465489 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1700 S. PAVILION CENTER DR. STREET 2: SUITE 800 CITY: LAS VEGAS STATE: NV ZIP: 89135 BUSINESS PHONE: (702) 844-6111 MAIL ADDRESS: STREET 1: 1700 S. PAVILION CENTER DR. STREET 2: SUITE 800 CITY: LAS VEGAS STATE: NV ZIP: 89135 FORMER COMPANY: FORMER CONFORMED NAME: Fortress Value Acquisition Corp. DATE OF NAME CHANGE: 20200128 4 1 form4.xml X0407 4 2023-05-26 true 0001801368 MP Materials Corp. / DE MP 0001496859 JHL Capital Group LLC 1500 N. HALSTED, SUITE 200 CHICAGO IL 60642 true 0001831474 JHL Capital Group Holdings One LLC 1500 N. HALSTED, SUITE 200 CHICAGO IL 60642 true 0001831473 JHL Capital Group Holdings Two LLC 1500 N. HALSTED, SUITE 200 CHICAGO IL 60642 true 0001831478 JHL Capital Group Master Fund L.P. UGLAND HOUSE, SOUTH CHURCH STREET P.O. BOX 309 GRAND CAYMAN E9 KY1-1104 CAYMAN ISLANDS true 0001831476 JHL Capital Group Master Fund GP Ltd. UGLAND HOUSE, SOUTH CHURCH STREET P.O. BOX 309 GRAND CAYMAN E9 KY1-1104 CAYMAN ISLANDS true 0001831475 JHL Capital Group L.P. 1500 N. HALSTED, SUITE 200 CHICAGO IL 60642 true false Class A Common Stock 2023-05-26 4 J 0 6445098 0 D 647832 I Held by JHL Capital Group Holdings One LLC Class A Common Stock 2023-05-26 4 S 0 585012 21.65 D 62820 I Held by JHL Capital Group Holdings One LLC Class A Common Stock 2023-05-26 4 S 0 62820 22.12 D 0 I Held by JHL Capital Group Holdings One LLC Class A Common Stock 2023-05-26 4 J 0 21081917 0 D 0 I Held by JHL Capital Group Holdings Two LLC Class A Common Stock 2023-05-26 4 J 0 2169712 0 D 0 D 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. 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. 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. 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. 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. 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. 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. On May 26, 2023, JHL Capital Group made an in-kind distribution of Shares on a pro rata basis, for no consideration. 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. 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. /s/ See Exhibit 99.1 2023-05-31 EX-99.1 2 brhc20053739_ex99-1.htm EXHIBIT 99.1

Exhibit 99.1

JHL Capital Group LLC

By: /s/ James H. Litinsky
Name: James H. Litinsky
Title: Chief Executive Officer	Date: 05/31/2023

JHL Capital Group Holdings One LLC

By: JHL CAPITAL GROUP MASTER FUND L.P., its sole owner
By: JHL CAPITAL GROUP MASTER FUND GP LTD., its General Partner
By: /s/ James H. Litinsky
Name: James H. Litinsky
Title: Director	Date: 05/31/2023

JHL Capital Group Holdings Two LLC

By: JHL CAPITAL GROUP MASTER FUND L.P., its sole owner
By: JHL CAPITAL GROUP MASTER FUND GP LTD., its General Partner
By: /s/ James H. Litinsky
Name: James H. Litinsky
Title: Director	Date: 05/31/2023

JHL Capital Group Master Fund L.P.

By: JHL CAPITAL GROUP MASTER FUND GP LTD., its General Partner
By: /s/ James H. Litinsky
Name: James H. Litinsky
Title: Director	Date: 05/31/2023

JHL Capital Group Master Fund GP LTD.

By: /s/ James H. Litinsky
Name: James H. Litinsky
Title: Director	Date: 05/31/2023

JHL Capital Group L.P.

By: /s/ James H. Litinsky
Name: James H. Litinsky
Title: Authorized Signatory	Date: 05/31/2023