Sec Form 13D Filing - QVT Financial LP filing for MP Materials Corp. (MP) - 2021-09-20

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Amendment No. 3)*

Under the Securities Exchange Act of 1934

MP Materials Corp.

(Name of Issuer)

Class A common stock, par value of $0.0001 per share

(Title of Class of Securities)

553368101

(CUSIP Number)

Eleazer Klein, Esq.

Schulte Roth & Zabel LLP

919 Third Avenue, New York, NY 10022

(212) 756-2000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

September 16, 2021

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-l(e), 240.13d-l(f) or 240.13d-1(g), check the following box.  ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 553368101

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CUSIP No. 553368101

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CUSIP No. 553368101

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CUSIP No. 553368101

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CUSIP No. 553368101

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Item 1. Security and Issuer

This Amendment No. 3 to Schedule 13D amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) by the Reporting Persons on November 27, 2020, Amendment No. 1 thereto filed with the SEC by the Reporting Persons on December 23, 2020 and Amendment No. 2 thereto filed with the SEC by the Reporting Persons on March 31, 2021 (together, the “Schedule 13D”). Capitalized terms used but not defined herein have the meanings ascribed to them in the Schedule 13D. Except as expressly set forth herein, there have been no changes to the information set forth in the Schedule 13D.

Item 5. Interest in Securities of the Issuer

(a) and (b) The information contained on the cover pages to this Schedule 13D is incorporated herein by reference.

On September 13, 2021, the Issuer entered into an agreement for an underwritten secondary public offering (the “Secondary Offering”) by certain existing stockholders of the Issuer, including the Reporting Persons (the “Selling Stockholders”), of 4,250,000 Common Shares and a 30-day option granted to the underwriter to purchase up to an additional 637,500 Common Shares from the Selling Stockholders, at a price to the public of $35.00 per share. On September 16, 2021, the sale of 4,250,000 Common Shares by the Selling Stockholders was completed.

The Reporting Persons sold an aggregate amount of 1,095,612 Common Shares in the Secondary Offering at a price (net of underwriting fees) of $34.62 per share of Common Stock. Specifically, Saratoga sold 449,713 Common Shares, QVT Family Office Onshore LP sold 90,889 Common Shares, and FF Fund sold 555,010 Common Shares.

The percentage of Common Shares outstanding reported herein is based on 177,757,669 shares outstanding as of September 10, 2021, as set forth in the Issuer’s Prospectus Supplement on Form 424B5, filed with the Securities and Exchange Commission on September 15, 2021.

QVT Financial is the investment manager of Saratoga and QVT Family Office Onshore LP and it provides certain investment advisory services for FF Fund. QVT Financial has the power to direct the vote and disposition of the Common Shares held by Saratoga and QVT Family Office Onshore LP and may be deemed to beneficially own the Common Shares held by FF Fund, though it disclaims the power to direct the vote and disposition of FF Fund’s Common Shares. Aggregately, QVT Financial may be deemed to be the beneficial owner of 20,128,393 Common Shares, consisting of the Common Shares owned by Saratoga, QVT Family Office Onshore LP and FF Fund.

QVT Financial GP LLC, as general partner of QVT Financial, may be deemed to beneficially own the same number of Common Shares reported by QVT Financial. Fourth GP, as general partner of FF Fund, may be deemed to beneficially own the aggregate number of Common Shares owned by FF Fund, and accordingly, Fourth GP may be deemed to be the beneficial owner of an aggregate amount of 10,196,549 Common Shares.

Each of the Covered Persons disclaims beneficial ownership of the Common Shares owned by the Reporting Persons.

(c) The reported share amounts for the Reporting Persons reflect amounts as of the date hereof. Except as set forth in Item 5 (a) and (b) of this Amendment No. 3, no transactions in the Common Shares were effected by the Reporting Persons during the past sixty days.

(d) Not applicable.

(e) Saratoga ceased to be the beneficial owner of more than five percent of the class of securities on September 16, 2021.

Item 6. Contracts, Arrangements, Understanding or Relationships with Respect to Securities of the Issuer

Item 6 of the Schedule 13D is hereby amended and supplemented as follows:

In connection with the Secondary Offering, the Reporting Persons, along with other selling stockholders, entered into a lock-up agreement with the underwriters of the Secondary Offering pursuant to which th e selling stockholders agreed to be subject to a lockup for a period lasting 30 days from the date of the underwriting agreement dated September 13, 2021, subject to certain exceptions.

Item 7. Material to Be Filed as Exhibits

Item 7 of the Schedule 13D is hereby amended and supplemented as follows:

Form of Lock-Up Agreement (incorporated by reference to Exhibit A of the Underwriting Agreement filed as Exhibit 1.1 to the Issuer’s current report on Form 8-K, filed with the Securities and Exchange Commission on September 16, 2021)

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SIGNATURE

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.

Dated: September 20, 2021

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Appendix A

Covered Persons

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