MP Materials (MP) Form 4 Change in insider ownership

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

JHL Capital Group LLC

(Last) (First) (Middle)

1500 N. HALSTED, SUITE 200

(Street)

CHICAGO IL 60642

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
MP Materials Corp. / DE [ MP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/26/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	05/26/2023		J(1)		6,445,098	D	$0	647,832	I(2)(3)	Held by JHL Capital Group Holdings One LLC(2)(3)
Class A Common Stock	05/26/2023		S(4)		585,012	D	$21.65(5)	62,820	I(2)(3)	Held by JHL Capital Group Holdings One LLC(2)(3)
Class A Common Stock	05/26/2023		S(4)		62,820	D	$22.12(6)	0	I(2)(3)	Held by JHL Capital Group Holdings One LLC(2)(3)
Class A Common Stock	05/26/2023		J(7)		21,081,917	D	$0	0	I(2)(3)	Held by JHL Capital Group Holdings Two LLC(2)(3)
Class A Common Stock	05/26/2023		J(8)		2,169,712(9)	D	$0	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

JHL Capital Group LLC

(Last) (First) (Middle)

1500 N. HALSTED, SUITE 200

(Street)

CHICAGO IL 60642

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

JHL Capital Group Holdings One LLC

(Last) (First) (Middle)

1500 N. HALSTED, SUITE 200

(Street)

CHICAGO IL 60642

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

JHL Capital Group Holdings Two LLC

(Last) (First) (Middle)

1500 N. HALSTED, SUITE 200

(Street)

CHICAGO IL 60642

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

JHL Capital Group Master Fund L.P.

(Last) (First) (Middle)

UGLAND HOUSE, SOUTH CHURCH STREET

P.O. BOX 309

(Street)

GRAND CAYMAN E9 KY1-1104

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

JHL Capital Group Master Fund GP Ltd.

(Last) (First) (Middle)

UGLAND HOUSE, SOUTH CHURCH STREET

P.O. BOX 309

(Street)

GRAND CAYMAN E9 KY1-1104

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

JHL Capital Group L.P.

(Last) (First) (Middle)

1500 N. HALSTED, SUITE 200

(Street)

CHICAGO IL 60642

(City) (State) (Zip)

Explanation of Responses:

1. 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.

2. 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.

3. 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.

4. 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.

5. 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.

6. 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.

7. 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.

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

9. 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.

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.

	/s/ See Exhibit 99.1	05/31/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.