4//SEC Filing
BLITZER MICHAEL 4
Accession 0001213900-26-001486
CIK 0001970622other
Filed
Jan 4, 7:00 PM ET
Accepted
Jan 5, 9:39 PM ET
Size
13.4 KB
Accession
0001213900-26-001486
Insider Transaction Report
Form 4
BLITZER MICHAEL
Director
Transactions
- Other
Common Stock, par value $0.0001 per share
2026-01-01−562,500→ 0 total(indirect: By Inflection Point Fund I, LP) - Other
Series A Preferred Stock, par value $0.0001 per share
2026-01-01−343,157→ 0 total(indirect: By Inflection Point Fund I, LP)Exercise: $7.00→ Common Stock, par value $0.0001 per share (646,552 underlying)
Holdings
- 3,125,000(indirect: By LLC)
Common Stock, par value $0.0001 per share
- 411,018
Series A Preferred Stock, par value $0.0001 per share
Exercise: $7.00→ Common Stock, par value $0.0001 per share (774,456 underlying)
Transactions
- Other
Common Stock, par value $0.0001 per share
2026-01-01−562,500→ 0 total(indirect: By Inflection Point Fund I, LP) - Other
Series A Preferred Stock, par value $0.0001 per share
2026-01-01−343,157→ 0 total(indirect: By Inflection Point Fund I, LP)Exercise: $7.00→ Common Stock, par value $0.0001 per share (646,552 underlying)
Holdings
- 3,125,000(indirect: By LLC)
Common Stock, par value $0.0001 per share
- 411,018
Series A Preferred Stock, par value $0.0001 per share
Exercise: $7.00→ Common Stock, par value $0.0001 per share (774,456 underlying)
Footnotes (3)
- [F1]This report is being filed solely to disclose a change in beneficial ownership by the reporting person as a result of an administrative change as of January 1, 2026 in the internal governance documents of Inflection Point Asset Management LLC and Inflection Point GP I LLC, and not as a result of any sale, transfer, or other disposition of securities by the reporting person or Inflection Point Fund I, LP. Inflection Point Fund I, LP 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 I, LP.
- [F2]Inflection Point Holdings II LLC (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]Each share of Series A Preferred Stock, par value $0.0001 per share of the Issuer ("Series A Preferred Stock") is convertible into a number of shares of common stock, par value $0.0001 per share of the Issuer ("Common Stock"), which is determined by dividing the Accrued Value (as defined in the Certificate of Designation for the Series A Preferred Stock (the "Certificate of Designation")) by the conversion price, subject to adjustment as set forth in the Certificate of Designation. Pursuant to the terms of the Certificate of Designation, the conversion price is $7.00. The Series A Preferred Stock has no expiration date.
Documents
Issuer
USA Rare Earth, Inc.
CIK 0001970622
Entity typeother
Related Parties
1- filerCIK 0001458423
Filing Metadata
- Form type
- 4
- Filed
- Jan 4, 7:00 PM ET
- Accepted
- Jan 5, 9:39 PM ET
- Size
- 13.4 KB