4//SEC Filing
Fortress Acquisition Sponsor LLC 4
Accession 0000899243-20-031650
CIK 0001801368other
Filed
Nov 18, 7:00 PM ET
Accepted
Nov 19, 4:30 PM ET
Size
16.3 KB
Accession
0000899243-20-031650
Insider Transaction Report
Form 4
Principal Holdings I LP
10% Owner
Transactions
- Purchase
Class A Common Stock, par value $0.0001 per share
2020-11-17$10.00/sh+500,000$5,000,000→ 500,000 total(indirect: See Explanation of Responses) - Conversion
Class A Common Stock, par value $0.0001 per share
2020-11-17+9,465,000→ 9,965,000 total(indirect: See Explanation of Responses) - Other
Class F Common Stock, par value $0.0001 per share
2020-11-17+890,000→ 9,465,000 total(indirect: See Explanation of Responses)→ Class A common stock, par value $0.0001 per share (890,000 underlying) - Conversion
Class F Common Stock, par value $0.0001 per share
2020-11-17−9,465,000→ 0 total(indirect: See Explanation of Responses)→ Class A common stock, par value $0.0001 per share (9,465,000 underlying)
Fortress Acquisition Sponsor LLC
10% Owner
Transactions
- Other
Class F Common Stock, par value $0.0001 per share
2020-11-17+890,000→ 9,465,000 total(indirect: See Explanation of Responses)→ Class A common stock, par value $0.0001 per share (890,000 underlying) - Purchase
Class A Common Stock, par value $0.0001 per share
2020-11-17$10.00/sh+500,000$5,000,000→ 500,000 total(indirect: See Explanation of Responses) - Conversion
Class A Common Stock, par value $0.0001 per share
2020-11-17+9,465,000→ 9,965,000 total(indirect: See Explanation of Responses) - Conversion
Class F Common Stock, par value $0.0001 per share
2020-11-17−9,465,000→ 0 total(indirect: See Explanation of Responses)→ Class A common stock, par value $0.0001 per share (9,465,000 underlying)
Footnotes (6)
- [F1]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.
- [F2]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,.
- [F3]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.
- [F4]The member of Sponsor is Principal Holdings I LP, a Delaware limited partnership ("Holdings" and together with Sponsor, "the Reporting Persons").
- [F5]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.
- [F6]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.
Documents
Issuer
MP Materials Corp. / DE
CIK 0001801368
Entity typeother
Related Parties
1- filerCIK 0001801364
Filing Metadata
- Form type
- 4
- Filed
- Nov 18, 7:00 PM ET
- Accepted
- Nov 19, 4:30 PM ET
- Size
- 16.3 KB