Sec Form 4 Filing - QVT Financial LP @ MP Materials Corp. / DE - 2020-12-21

Insider filing report for Changes in Beneficial Ownership
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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
QVT Financial LP
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) X __ Other (specify below)
Director by Deputization
(Last) (First) (Middle)
444 MADISON AVENUE, 21ST FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
12/21/2020
(Street)
NEW YORK, NY10022
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 12/21/2020 J( 2 ) 709,343 ( 2 ) A 10,852,130 I ( 1 ) Held by Fourth Avenue FF Opportunities LP - Series E ( 1 )
Class A Common Stock 12/21/2020 J( 2 ) 116,162 ( 2 ) A 1,777,164 I ( 1 ) Held by QVT Family Office Onshore LP ( 1 )
Class A Common Stock 12/21/2020 J( 2 ) 574,765 ( 2 ) A 8,793,242 I ( 1 ) Held by Saratoga Park Ltd. ( 1 )
Class A Common Stock 12/22/2020 J( 3 ) 709,343 ( 3 ) A 11,561,473 I ( 1 ) Held by Fourth Avenue FF Opportunities LP - Series E ( 1 )
Class A Common Stock 12/22/2020 J( 3 ) 116,162 ( 3 ) A 1,893,326 I ( 1 ) Held by QVT Family Office Onshore LP ( 1 )
Class A Common Stock 12/22/2020 J( 3 ) 574,765 ( 3 ) A 9,368,007 I ( 1 ) Held by Saratoga Park Ltd. ( 1 )
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
QVT Financial LP
444 MADISON AVENUE, 21ST FLOOR
NEW YORK, NY10022
X X Director by Deputization
Signatures
/s/ Meg Eisner 12/23/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )QVT Financial LP and its general partner, QVT Financial GP LLC (together, "QVT"), may be deemed to have beneficial ownership over the 22,822,806 Common Shares held by Saratoga Park Ltd., QVT Family Office Onshore LP and Fourth Avenue FF Opportunities LP - Series E (the "QVT Funds"). The filing of this statement shall not be deemed an admission that QVT is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Act of 1934, as amended, or otherwise. QVT expressly disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. Fourth Avenue Capital Partners GP LLC is the general partner of Fourth Avenue FF Opportunities LP - Series E and may also be deemed to have beneficial ownership over the Common Shares held by Fourth Avenue FF Opportunities LP - Series E.
( 2 )Pursuant to an "earn-out" provision in the merger agreement pursuant to which the Issuer acquired MPMO Holding Company and SNR Holding Company, LLC by business combination on November 17, 2020, the QVT Funds were granted the contingent right to receive the acquired shares. The merger agreement provided that the QVT Funds would receive the acquired shares, for no additional consideration, 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. The Issuer's Shares met the condition on December 21, 2020, as a result of which the QVT Funds acquired the earn-out Shares and therefore the Reporting Person may be deemed to have acquired the earn-out shares. QVT expressly disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.
( 3 )Pursuant to an "earn-out" provision in the merger agreement pursuant to which the Issuer acquired MPMO Holding Company and SNR Holding Company, LLC by business combination on November 17, 2020, the QVT Funds were granted the contingent right to receive the acquired shares. The merger agreement provided that the QVT Funds would receive the acquired shares, for no additional consideration, 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. The Issuer's Shares met the condition on December 22, 2020, as a result of which the QVT Funds acquired the earn-out Shares and therefore the Reporting Person may be deemed to have acquired the earn-out shares. QVT expressly disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.

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