4//SEC Filing
JHL Capital Group L.P. 4
Accession 0001140361-20-026171
CIK 0001801368other
Filed
Nov 18, 7:00 PM ET
Accepted
Nov 19, 7:53 PM ET
Size
28.6 KB
Accession
0001140361-20-026171
Insider Transaction Report
Form 4
JHL Capital Group LLC
10% OwnerOther
Transactions
- Award
Class A Common Stock
2020-11-17+31,204,994→ 31,204,994 total(indirect: By LLC) - Award
Class A Common Stock
2020-11-17+10,498,799→ 10,498,799 total(indirect: By LLC) - Award
Class A Common Stock
2020-11-17+2,208→ 2,208 total
JHL Capital Group L.P.
10% OwnerOther
Transactions
- Award
Class A Common Stock
2020-11-17+31,204,994→ 31,204,994 total(indirect: By LLC) - Award
Class A Common Stock
2020-11-17+10,498,799→ 10,498,799 total(indirect: By LLC) - Award
Class A Common Stock
2020-11-17+2,208→ 2,208 total
Transactions
- Award
Class A Common Stock
2020-11-17+10,498,799→ 10,498,799 total(indirect: By LLC) - Award
Class A Common Stock
2020-11-17+31,204,994→ 31,204,994 total(indirect: By LLC) - Award
Class A Common Stock
2020-11-17+2,208→ 2,208 total
JHL Capital Group Holdings Two LLC
10% OwnerOther
Transactions
- Award
Class A Common Stock
2020-11-17+31,204,994→ 31,204,994 total(indirect: By LLC) - Award
Class A Common Stock
2020-11-17+2,208→ 2,208 total - Award
Class A Common Stock
2020-11-17+10,498,799→ 10,498,799 total(indirect: By LLC)
JHL Capital Group Master Fund L.P.
10% OwnerOther
Transactions
- Award
Class A Common Stock
2020-11-17+10,498,799→ 10,498,799 total(indirect: By LLC) - Award
Class A Common Stock
2020-11-17+31,204,994→ 31,204,994 total(indirect: By LLC) - Award
Class A Common Stock
2020-11-17+2,208→ 2,208 total
JHL Capital Group Master Fund GP Ltd.
10% OwnerOther
Transactions
- Award
Class A Common Stock
2020-11-17+10,498,799→ 10,498,799 total(indirect: By LLC) - Award
Class A Common Stock
2020-11-17+31,204,994→ 31,204,994 total(indirect: By LLC) - Award
Class A Common Stock
2020-11-17+2,208→ 2,208 total
Footnotes (3)
- [F1]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.
- [F2]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.
- [F3]The entities described above acquired these Shares on November 17, 2020, as consideration for the entities' Shares of MPMO Holding Company and SNR Holding Company, LLC, which the Issuer acquired by business combination on November 17, 2020. Pursuant to the terms of the Merger Agreement, the entities will have the contingent right to receive additional Shares, (a) if, at any time during the ten years following the Closing, the VWAP of the Shares is greater than or equal to $18.00 for any twenty trading days within any thirty-trading day period; and (b) if, at any time during the ten years following the Closing, the VWAP of the Shares is greater than or equal to $20.00 for any twenty trading days within any thirty-trading day period.
Issuer
MP Materials Corp. / DE
CIK 0001801368
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001831475
Filing Metadata
- Form type
- 4
- Filed
- Nov 18, 7:00 PM ET
- Accepted
- Nov 19, 7:53 PM ET
- Size
- 28.6 KB