Form SC 13D/A - General Statement of Acquisition of Beneficial Ownership: [Amend]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 9)*

MP Materials Corp.

(Name of Issuer)

Class A common stock, par value $0.0001 per share

(Title of Class of Securities)

553368101

(CUSIP Number)

James H. Litinsky c/o MP MATERIALS CORP. 1700 S. Pavilion Center Drive, Suite 800 Las Vegas, NV 89135 [phone]

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

December 3, 2024

(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-1(e), 240.13d-1(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 Rule 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).

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CUSIP No. 553368101

Page 2 of 4 Pages

1	NAMES OF REPORTING PERSONS
	James H. Litinsky
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)	☐
		(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)		☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER
		16,354,203
	8	SHARED VOTING POWER
		0
	9	SOLE DISPOSITIVE POWER
		16,354,203
	10	SHARED DISPOSITIVE POWER
		0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	16,354,203
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)		☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	10.02%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

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CUSIP No. 553368101

Page 3 of 4 Pages

Item 1.

Security and Issuer

Item 1 of the Schedule 13D is hereby amended and supplemented as follows:

This Amendment No. 9 to Schedule 13D (“Amendment No. 9”) amends and supplements the information set forth in the Schedule 13D filed by the Reporting Persons with the U.S. Securities and Exchange Commission (the “SEC”) on November 27, 2020 (the “Original Schedule 13D”), as amended by Amendment No. 1 filed on December 23, 2020, Amendment No. 2 filed on March 30, 2021, Amendment No. 3 filed on September 20, 2021, Amendment No. 4 filed on March 2, 2022, Amendment No. 5 filed on August 10, 2022, Amendment No. 6 filed on September 9, 2022, Amendment No. 7 filed on May 26, 2023, and Amendment No. 8 filed on May 31, 2023 (collectively the “Schedule 13D”), relating to the shares of Class A Common Stock, par value $0.0001 per share (the “Common Stock”), of MP Materials Corp. (the “Issuer”). The address of the principal executive offices of the Issuer is 1700 S. Pavilion Center Drive, Suite 800, Las Vegas, Nevada 89135. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D. Except as specifically provided herein, this Amendment No. 9 does not modify any of the information previously reported in the Schedule 13D.

Item 5.

Interest in Securities of the Issuer

Item 5(a-c) and (e) of the Schedule 13D is hereby amended and supplemented as follows:

(a, b) As of the date hereof, Mr. Litinsky may be deemed to beneficially own 16,354,203 shares of Common Stock, representing approximately 10.02% of the shares of Common Stock outstanding. This amount consists of: (i) 16,029,299 shares of Common Stock held in the Revocable Trust, representing approximately 9.82% of the shares of Common Stock outstanding; (ii) 200,000 remaining restricted stock units (“RSUs”) of the original 800,000 RSUs granted to Mr. Litinsky that vest in four annual installments beginning on November 18, 2022, where each RSU represents the contingent right to receive, upon vesting of the RSU, one share of Common Stock; (iii) 15,873 remaining RSUs of the original 21,164 RSUs granted to Mr. Litinsky that vest in four annual installments beginning on January 13, 2024, where each RSU represents the contingent right to receive, upon vesting of the RSU, one share of Common Stock; (iv) 105,264 RSUs granted to Mr. Litinsky that vest in four annual installments beginning on January 12, 2025, where each RSU represents the contingent right to receive, upon vesting of the RSU, one share of Common Stock; and (v) 3,767 shares of Common Stock owned by Mr. Litinsky.

The percentage of shares of Common Stock outstanding reported herein is based on 163,207,224 shares outstanding as of October 31, 2024, as set forth in the Issuer’s quarterly report on Form 10-Q filed with the SEC on November 8, 2024.

(c) Mr. Litinsky sold 2,613,777 shares of Common Stock in open market brokerage transaction as follows:  (i) on November 18, 2024, 300,000 shares of Common Stock; (ii) on November 26, 2024, 300,000 shares of Common Stock; (iii) on November 27, 2024, 200,000 shares of Common Stock; (iv) on December 2, 2024, 234,667 shares of Common Stock, pursuant to a 10b5-1 trading plan entered into on February 26, 2024; (v) on December 3, 2024, 1,579,110 shares of Common Stock, pursuant to a 10b5-1 trading plan entered into on February 26, 2024.  These shares were sold in multiple transactions, in the amounts and at the price ranges listed in the table below.  The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in the table below. No other transactions in the shares of Common Stock were purchased or sold by the Reporting Person during the past 60 days.

Date of Sale	Number of Shares	Weighted Average Price	Low Price	High Price
11/18/2024	300,000	$18.45	$18.05	$18.68
11/26/2024	300,000	$20.22	$20.00	$20.55
11/27/2024	200,000	$20.90	$20.60	$21.25
12/02/2024	234,667	$20.68	$20.29	$21.01
12/03/2024	1,328,727	$23.31	$22.70	$23.69
12/03/2024	250,383	$23.81	$23.70	$24.00

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CUSIP No. 553368101

Page 4 of 4 Pages

SIGNATURES

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.

December 4, 2024

	JAMES H. LITINSKY
	By:	/s/ Elliot D. Hoops
	Name:	Elliot D. Hoops
	Title:	Attorney-in-Fact

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