0001209191-22-049350.txt : 20220909 0001209191-22-049350.hdr.sgml : 20220909 20220909173530 ACCESSION NUMBER: 0001209191-22-049350 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220907 FILED AS OF DATE: 20220909 DATE AS OF CHANGE: 20220909 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Litinsky James H. CENTRAL INDEX KEY: 0001831746 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39277 FILM NUMBER: 221236977 MAIL ADDRESS: STREET 1: 6720 VIA AUSTI PARKWAY STREET 2: SUITE 450 CITY: LAS VEGAS STATE: NV ZIP: 89119 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: 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 2022-09-07 0 0001801368 MP Materials Corp. / DE MP 0001831746 Litinsky James H. 6720 VIA AUSTI PARKWAY, SUITE 450 LAS VEGAS NV 89119 1 1 1 0 Chairman and CEO Class A Common Stock 2022-09-07 4 J 0 1510481 0.00 D 7092930 I Held by JHL Capital Group Holdings One LLC Class A Common Stock 2022-09-07 4 J 0 4489519 0.00 D 21081917 I Held by JHL Capital Group Holdings Two LLC Class A Common Stock 398502 I Held by JHL Capital Group LLC Class A Common Stock 800829 D Class A Common Stock 16024773 I Held by James Henry Litinsky, Trustee of James Henry Litinsky Revocable Trust u/a/d 10/19/2011 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. 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 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. 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. 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. James Litinsky as sole trustee of the James Henry Litinsky, Trustee of James Henry Litinsky Revocable Trust u/a/d 10/19/2011. /s/ Elliot D. Hoops, Attorney-In-Fact for James H. Litinsky 2022-09-09