SEC Form SC 13D/A filed by MP Materials Corp. (Amendment)

 

 

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 within 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

 

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