Litinsky Amends MP Materials Ownership Filing

Ticker: MP · Form: SC 13D/A · Filed: Dec 4, 2024 · CIK: 1801368

Sentiment: neutral

Topics: ownership-change, sec-filing, rare-earths

Related Tickers: MP

TL;DR

Litinsky updated his MP Materials stake filing - watch for ownership shifts.

AI Summary

James H. Litinsky filed an amendment (Amendment No. 9) to Schedule 13D on December 3, 2024, regarding MP Materials Corp. The filing indicates a change in beneficial ownership, though specific details on the percentage or number of shares are not provided in this excerpt. The filing is an update to a previous Schedule 13D, suggesting ongoing activity related to the ownership of MP Materials Corp.

Why It Matters

This filing signals a potential shift or confirmation of significant ownership changes in MP Materials Corp., a key player in rare earth element production, which could impact its strategic direction and market position.

Risk Assessment

Risk Level: medium — Amendments to Schedule 13D filings often indicate significant changes in beneficial ownership, which can lead to increased volatility and strategic shifts for the company.

Key Numbers

Key Players & Entities

FAQ

What specific changes in beneficial ownership are detailed in Amendment No. 9?

The provided excerpt does not specify the exact changes in beneficial ownership, only that an amendment to Schedule 13D was filed on December 3, 2024.

Who is the authorized person to receive notices for this filing?

James H. Litinsky, c/o MP MATERIALS CORP., 1700 S. Pavilion Center Drive, Suite 800, Las Vegas, NV 89135, is the authorized person.

What is the CUSIP number for MP Materials Corp. Class A common stock?

The CUSIP number is 553368101.

When was MP Materials Corp. formerly known as Fortress Value Acquisition Corp.?

The date of the name change from Fortress Value Acquisition Corp. to MP Materials Corp. was January 28, 2020.

What is the primary business of MP Materials Corp. according to the SIC code?

The Standard Industrial Classification (SIC) code indicates MP Materials Corp. is in METAL MINING [1000].

Filing Stats: 1,174 words · 5 min read · ~4 pages · Grade level 8 · Accepted 2024-12-04 19:57:02

Key Financial Figures

Filing Documents

of the Schedule 13D is hereby amended and supplemented as follows

Item 1 of the Schedule 13D is hereby amended and supplemented as follows: This Amendment No. 9 to Schedule 13D ("Amendment No. 9") amends and supplements the information set forth in the Schedule 13D filed by the Reporting Persons with the U.S. Securities and Exchange Commission (the "SEC") on November 27, 2020 (the "Original Schedule 13D"), as amended by Amendment No. 1 filed on December 23, 2020, Amendment No. 2 filed on March 30, 2021, Amendment No. 3 filed on September 20, 2021, Amendment No. 4 filed on March 2, 2022, Amendment No. 5 filed on August 10, 2022, Amendment No. 6 filed on September 9, 2022, Amendment No. 7 filed on May 26, 2023, and Amendment No. 8 filed on May 31, 2023 (collectively the "Schedule 13D"), relating to the shares of Class A Common Stock, par value $0.0001 per share (the "Common Stock"), of MP Materials Corp. (the "Issuer"). The address of the principal executive offices of the Issuer is 1700 S. Pavilion Center Drive, Suite 800, Las Vegas, Nevada 89135. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D. Except as specifically provided herein, this Amendment No. 9 does not modify any of the information previously reported in the Schedule 13D. Item 5. Interest in Securities of the Issuer

(a-c) and (e) of the Schedule 13D is hereby amended and supplemented as follows

Item 5(a-c) and (e) of the Schedule 13D is hereby amended and supplemented as follows: (a, b) As of the date hereof, Mr. Litinsky may be deemed to beneficially own 16,354,203 shares of Common Stock, representing approximately 10.02% of the shares of Common Stock outstanding. This amount consists of: (i) 16,029,299 shares of Common Stock held in the Revocable Trust, representing approximately 9.82% of the shares of Common Stock outstanding; (ii) 200,000 remaining restricted stock units ("RSUs") of the original 800,000 RSUs granted to Mr. Litinsky that vest in four annual installments beginning on November 18, 2022, where each RSU represents the contingent right to receive, upon vesting of the RSU, one share of Common Stock; (iii) 15,873 remaining RSUs of the original 21,164 RSUs granted to Mr. Litinsky that vest in four annual installments beginning on January 13, 2024, where each RSU represents the contingent right to receive, upon vesting of the RSU, one share of Common Stock; (iv) 105,264 RSUs granted to Mr. Litinsky that vest in four annual installments beginning on January 12, 2025, where each RSU represents the contingent right to receive, upon vesting of the RSU, one share of Common Stock; and (v) 3,767 shares of Common Stock owned by Mr. Litinsky. The percentage of shares of Common Stock outstanding reported herein is based on 163,207,224 shares outstanding as of October 31, 2024, as set forth in the Issuer's quarterly report on Form 10-Q filed with the SEC on November 8, 2024. (c) Mr. Litinsky sold 2,613,777 shares of Common Stock in open market brokerage transaction as follows: (i) on November 18, 2024, 300,000 shares of Common Stock; (ii) on November 26, 2024, 300,000 shares of Common Stock; (iii) on November 27, 2024, 200,000 shares of Common Stock; (iv) on December 2, 2024, 234,667 shares of Common Stock, pursuant to a 10b5-1 trading plan entered into on February 26, 2024; (v) on December 3, 2024, 1,579,110 shares of Common Stock, pursuant to a 10b5-1

SIGNATURES

SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. December 4, 2024 JAMES H. LITINSKY By: /s/ Elliot D. Hoops Name: Elliot D. Hoops Title: Attorney-in-Fact

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