Sec Form 4 Filing - Gold Daniel Allen @ MP Materials Corp. / DE - 2022-03-08

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Gold Daniel Allen 2. Issuer Name and Ticker or Trading Symbol MP Materials Corp. / DE [ MP] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 6720 VIA AUSTI PARKWAY, SUITE 450 3. Date of Earliest Transaction (MM/DD/YY) 03/08/2022 (Street) LAS VEGAS, NV89119 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Class A Common Stock 03/08/2022 S 253,290 D $ 44.02 9,373,900 I( 1 )( 2 ) Held by Fourth Avenue FF Opportunities LP - Series E( 1 )( 2 ) Class A Common Stock 03/08/2022 S 41,475 D $ 44.02 1,535,073 I( 2 )( 3 ) Held by QVT Family Office Onshore LP( 2 )( 3 ) Class A Common Sock 03/08/2022 S 205,235 D $ 44.02 7,595,476 I( 2 )( 3 ) Held by Saratoga Park Ltd.( 2 )( 3 ) Class A Common Stock 03/08/2022 S 50,658 D $ 43.71 9,323,242 I( 1 )( 2 ) Held by Fourth Avenue FF Opportunities LP - Series E( 1 )( 2 ) Class A Common Stock 03/08/2022 S 8,295 D $ 43.71 1,526,778 I( 2 )( 3 ) Held by QVT Family Office Onshore LP( 2 )( 3 ) Class A Common Stock 03/08/2022 S 41,047 D $ 43.71 7,554,429 I( 2 )( 3 ) Held by Saratoga Park Ltd.( 2 )( 3 ) Class A Common Stock 03/09/2022 S 216,860 D $ 45.28 9,106,382 I( 1 )( 2 ) Held by Fourth Avenue FF Opportunities LP - Series E( 1 )( 2 ) Class A Common Stock 03/09/2022 S 35,510 D $ 45.28 1,491,268 I( 2 )( 3 ) Held by QVT Family Office Onshore LP( 2 )( 3 ) Class A Common Stock 03/09/2022 S 175,716 D $ 45.28 7,378,713 I( 2 )( 3 ) Held by Saratoga Park Ltd.( 2 )( 3 ) Class A Common Stock 03/10/2022 S 51,939 D $ 45.25 9,054,443 I( 1 )( 2 ) Held by Fourth Avenue FF Opportunities LP - Series E( 1 )( 2 ) Class A Common Stock 03/10/2022 S 8,505 D $ 45.25 1,482,763 I( 2 )( 3 ) Held by QVT Family Office Onshore LP( 2 )( 3 ) Class A Common Stock 03/10/2022 S 42,085 D $ 45.25 7,336,628 I( 2 )( 3 ) Held by Saratoga Park Ltd.( 2 )( 3 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Gold Daniel Allen 6720 VIA AUSTI PARKWAY, SUITE 450 LAS VEGAS, NV89119 X X Signatures /s/ Elliot D. Hoops, Attorney-In-Fact for Daniel Allen Gold 03/10/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Management of Fourth Avenue FF-E is vested in its general partner, Fourth Avenue Capital Partners GP LLC, a Delaware limited liability company ("Fourth Avenue GP"), which may be deemed to beneficially own the shares of MP Materials Corp. (the "Issuer") Class A common stock ("Shares") held directly by Fourth Avenue FF-E. Daniel Gold is a Managing Member of Fourth Avenue GP, sharing voting and investment control over the Shares held directly by Fourth Avenue FF-E and may be deemed to beneficially own such Shares. ( 2 )Daniel Gold disclaims any beneficial ownership in the Shares described herein, other than to the extent of any pecuniary interest he may have therein, directly or indirectly. ( 3 )Management of QVT Family Office Onshore LP ("QVT Onshore") is vested in its general partner, QVT Associates GP LLC, a Delaware limited liability company ("QVT Associates GP"), which may be deemed to beneficially own the Shares held directly by QVT Onshore. QVT Financial LP, a Delaware limited partnership, is the investment manager of QVT Onshore and Saratoga Park Ltd. ("Saratoga"), and shares voting and investment control over the Shares held directly by QVT Onshore and Saratoga. QVT Financial GP LLC ("QVT Financial GP"), a Delaware limited liability company, is the general partner of QVT Financial LP. Daniel Gold is a Managing Member of each of QVT Associates GP and QVT Financial GP, sharing voting and investment control over the Shares held directly by QVT Onshore and Saratoga and may be deemed to beneficially own such shares.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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