Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
- Peter Lynch
What is insider trading>>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
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 7, 2022
(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 remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
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
| 1. |
Names of Reporting Persons.
QVT Financial LP | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds (See Instructions)
AF | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
14,121,495 | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
14,121,495 | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
14,121,495 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
7.95% | |||||
| 14. | Type of Reporting Person (See Instructions)
PN | |||||
Page 2 of 7 pages
CUSIP No. 553368101
| 1. |
Names of Reporting Persons.
QVT Financial GP LLC | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds (See Instructions)
AF | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
14,121,495 | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
14,121,495 | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
14,121,495 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
7.95% | |||||
| 14. | Type of Reporting Person (See Instructions)
OO | |||||
Page 3 of 7 pages
Item 1. Security and Issuer
This Amendment No. 6 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, Amendment No. 2 thereto filed with the SEC by the Reporting Persons on March 31, 2021, Amendment No. 3 thereto filed with the SEC by the Reporting Persons on September 20, 2021, Amendment No. 4 thereto filed with the SEC by the Reporting Persons on March 11, 2022 and Amendment No. 5 thereto filed with the SEC by the Reporting Persons on June 9, 2022 (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.
The percentage of Common Shares outstanding reported herein is based on 177,534,132 shares outstanding as of August 1, 2022, as set forth in the Issuer’s Quarterly Report on Form 10-Q, for the quarter ended June 30, 2022, filed with the SEC on August 5, 2022.
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 14,121,495 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 7,153,599 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 September 7, 2022.
Appendix B to this Amendment No. 6 sets forth the transactions in the Common Shares by the Reporting Persons within the past 60 days.
(d) Not applicable.
(e) Not applicable.
Page 4 of 7 pages
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 7, 2022
| QVT FINANCIAL LP
By: QVT Financial GP LLC, its General Partner | ||
| By: | /s/ Daniel Gold | |
| Name: Daniel Gold Title: Managing Member | ||
| By: | /s/ Meg Eisner | |
| Name: Meg Eisner Title: Authorized Signatory | ||
| QVT FINANCIAL GP LLC | ||
| By: | /s/ Daniel Gold | |
| Name: Daniel Gold Title: Managing Member | ||
| By: | /s/ Meg Eisner | |
| Name: Meg Eisner Title: Authorized Signatory | ||
Page 5 of 7 pages
Appendix A
Covered Persons
| Name of Covered Person |
Principal Business Address |
Principal Occupation | ||
| Daniel Gold | QVT Financial LP 888 Seventh Avenue, 43rd Floor New York, New York 10106 |
Investment Management | ||
| Nicholas Brumm | QVT Financial LP 888 Seventh Avenue, 43rd Floor New York, New York 10106 |
Investment Management | ||
| Arthur Chu | QVT Financial LP 888 Seventh Avenue, 43rd Floor New York, New York 10106 |
Investment Management | ||
| Tracy Fu | QVT Financial LP 888 Seventh Avenue, 43rd Floor New York, New York 10106 |
Investment Management | ||
Page 6 of 7 pages
Appendix B
Transactions in Common Shares withi n the Past 60 Days
by the Reporting Persons
The following table sets forth transactions in the Common Shares by the Reporting Persons. Each of the transactions was a sale effected for cash in the open market.
| Date |
Shares Sold by FF Fund |
Shares Sold by QVT Family Office Onshore LP |
Shares Sold by Saratoga |
Price | ||||||||||||
| August 8, 2022 |
101,309 | 16,609 | 82,082 | $ | 39.50 | |||||||||||
| August 8, 2022 |
25,328 | 4,152 | 20,520 | $ | 39.43 | |||||||||||
| August 9, 2022 |
2,279 | 374 | 1,847 | $ | 38.54 | |||||||||||
| August 10, 2022 |
43,310 | 7,100 | 35,090 | $ | 38.71 | |||||||||||
| August 11, 2022 |
25,245 | 4,139 | 20,454 | $ | 39.05 | |||||||||||
| August 22, 2022 |
11,955 | 1,960 | 9,685 | $ | 34.43 | |||||||||||
| August 23, 2022 |
103,732 | 16,986 | 84,053 | $ | 35.71 | |||||||||||
| August 24, 2022 |
10,957 | 1,794 | 8,878 | $ | 36.17 | |||||||||||
| August 24, 2022 |
82,370 | 13,489 | 66,743 | $ | 36.80 | |||||||||||
| August 25, 2022 |
44,273 | 7,250 | 35,875 | $ | 37.70 | |||||||||||
| August 25, 2022 |
25,329 | 4,148 | 20,523 | $ | 37.79 | |||||||||||
| August 26, 2022 |
55,660 | 9,114 | 45,102 | $ | 36.57 | |||||||||||
| August 29, 2022 |
45,655 | 7,476 | 36,993 | $ | 35.87 | |||||||||||
| August 29, 2022 |
21,915 | 3,589 | 17,757 | $ | 36.05 | |||||||||||
| August 30, 2022 |
67,145 | 11,001 | 54,396 | $ | 34.48 | |||||||||||
| August 31, 2022 |
37,583 | 6,149 | 30,465 | $ | 34.60 | |||||||||||
| August 31, 2022 |
18,545 | 3,037 | 15,028 | $ | 35.07 | |||||||||||
| September 1, 2022 |
50,594 | 8,285 | 40,997 | $ | 32.93 | |||||||||||
| September 2, 2022 |
43,463 | 7,117 | 35,218 | $ | 32.55 | |||||||||||
| September 6, 2022 |
14,040 | 2,299 | 11,377 | $ | 31.59 | |||||||||||
| September 6, 2022 |
72,877 | 11,934 | 59,052 | $ | 31.43 | |||||||||||
| September 7, 2022 |
20,471 | 3,352 | 16,588 | $ | 31.38 | |||||||||||
Page 7 of 7 pages