4//SEC Filing
BLITZER MICHAEL 4
Accession 0001213900-25-088554
CIK 0001970622other
Filed
Sep 16, 8:00 PM ET
Accepted
Sep 17, 4:05 PM ET
Size
10.5 KB
Accession
0001213900-25-088554
Insider Transaction Report
Form 4
Transactions
- Other
Common Stock, par value $0.0001 per share
2025-09-15−3,125,000→ 3,125,000 total(indirect: By LLC)
Holdings
- 562,500(indirect: By Inflection Point Fund I, LP)
Common Stock, par value $0.0001 per share
- 747,500
Common Stock, par value $0.0001 per share
BLITZER MICHAEL
Director
Transactions
- Other
Common Stock, par value $0.0001 per share
2025-09-15−3,125,000→ 3,125,000 total(indirect: By LLC)
Holdings
- 562,500(indirect: By Inflection Point Fund I, LP)
Common Stock, par value $0.0001 per share
- 747,500
Common Stock, par value $0.0001 per share
Footnotes (3)
- [F1]On September 15, 2025, Inflection Point Holdings II LLC (the "Sponsor") distributed an aggregate of 3,125,000 shares of common stock, par value $0.0001 per share of the Issuer ("Common Stock") to its members as a pro rata distribution for no consideration in accordance with the terms of the Sponsor's limited liability company agreement. 747,500 shares of Common Stock were distributed to Michael Blitzer on such basis and 562,500 shares of Common Stock were distributed to Inflection Point Fund I, LP ("Inflection Point Fund") on such basis. Under Rule 16a-13 promulgated under the Securities Exchange Act of 1934, as a change in form of beneficial ownership, the reported distribution by the Sponsor (as it relates to Mr. Blitzer's deemed beneficial ownership of the securities held by the Sponsor) to its members and the acquisition by Mr. Blitzer and Inflection Point Fund from the Sponsor, were exempt from Section 16 of the Securities Exchange Act of 1934.
- [F2]The Sponsor is the record holder of such securities. Michael Blitzer is the sole Managing Member of the Sponsor and shares voting and investment discretion with respect to the securities held by the Sponsor. Michael Blitzer disclaims any beneficial ownership of the securities held by the Sponsor other than to the extent of any pecuniary interest he may have therein, directly or indirectly.
- [F3]Inflection Point Fund is the record holder of such securities. Inflection Point Asset Management LLC and Inflection Point GP I LLC are the investment manager and general partner, respectively, of Inflection Point Fund. Mr. Blitzer controls each Inflection Point Fund, Inflection Point Asset Management LLC and Inflection Point GP I LLC, including the exercise of voting and investment discretion over the securities held or to be held by Inflection Point Fund. Mr. Blitzer disclaims any beneficial ownership of the securities held by Inflection Point Fund, Inflection Point Asset Management LLC and Inflection Point GP I LLC other than to the extent of any pecuniary interest he may have therein, directly or indirectly.
Documents
Issuer
USA Rare Earth, Inc.
CIK 0001970622
Entity typeother
Related Parties
1- filerCIK 0001458423
Filing Metadata
- Form type
- 4
- Filed
- Sep 16, 8:00 PM ET
- Accepted
- Sep 17, 4:05 PM ET
- Size
- 10.5 KB