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organization · Reporting owner

Principal Holdings I LP

Disclosed activity across 5 companies

Tapewire entity
143891
SEC CIK
0001427223

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Reported relationships

Latest disclosed role at each company.

CompanyLast reported asReport datePublished
ATI Physical Therapy, Inc.FAII · Entity 7982310% ownerAugust 11, 2020August 11, 2020
Fortress Capital Acquisition CorpFCAX · Entity 12059810% ownerJanuary 12, 2021January 12, 2021
Fortress Value Acquisition Corp. IIIFVT · Entity 12196310% ownerJanuary 04, 2021January 04, 2021
MP Materials Corp. / DEFVAC · Entity 354910% ownerJuly 06, 2020November 19, 2020

Disclosed balances

About these balances

Latest available filing per company, not a reconstructed current portfolio. Matching sequences show the last reported balance with all source rows expandable; grouping alone does not establish account ownership. Do not add unresolved positions together. Filings may omit unchanged positions, and amendments may correct only part of an older disclosure. Jointly reported shares are not necessarily this owner's personal holdings.

ATI Physical Therapy, Inc.

Report date August 11, 2020 · Filed August 11, 2020

Jointly reported with Fortress Acquisition Sponsor II LLC

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Class F Common Stock, par value $0.0001 per shareSEC Table II · derivative / convertible securityIndirectSee Explanation of ResponsesNot disclosed Reported balance Holding disclosure · report date 2020-08-11 · row 1 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 1 · Balance Not disclosed

F1: Fortress Acquisition Sponsor II LLC ("Sponsor") directly owns shares of Class F common stock, par value $0.0001 per share ("Class F Common Stock"), of Fortress Value Acquisition Corp. II (the "Issuer"), including 1,125,000 shares of Class F Common Stock that are subject to forfeiture if the underwriters of the Issuer's initial public offering do not exercise in full an option granted to it to cover over-allotments. Pursuant to the Amended and Restated Certificate of Incorporation of the Issuer, the shares of Class F Common Stock have no expiration date and (i) are convertible into shares of Class A Common Stock, par value $0.0001 per share ("Class A Common Stock"), of the Issuer at any time at the option of the holder on a one-for-one basis and (ii) will automatically convert into shares of Class A Common Stock at the time of the Issuer's initial business combination on a one-for-one basis, in each case, subject to adjustment.

F2: The member of Fortress Acquisition Sponsor II LLC is Principal Holdings I LP, a Delaware limited partnership ("Holdings" and together with Sponsor, "the Reporting Persons").

F3: Because of the relationship among the Reporting Persons, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of their respective pecuniary interests. Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.

F4: Pursuant to Rule 16a-1(a)(4) under the Exchange Act, this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.

Filing footnotes · ownership attribution and instrument terms

F1: Fortress Acquisition Sponsor II LLC ("Sponsor") directly owns shares of Class F common stock, par value $0.0001 per share ("Class F Common Stock"), of Fortress Value Acquisition Corp. II (the "Issuer"), including 1,125,000 shares of Class F Common Stock that are subject to forfeiture if the underwriters of the Issuer's initial public offering do not exercise in full an option granted to it to cover over-allotments. Pursuant to the Amended and Restated Certificate of Incorporation of the Issuer, the shares of Class F Common Stock have no expiration date and (i) are convertible into shares of Class A Common Stock, par value $0.0001 per share ("Class A Common Stock"), of the Issuer at any time at the option of the holder on a one-for-one basis and (ii) will automatically convert into shares of Class A Common Stock at the time of the Issuer's initial business combination on a one-for-one basis, in each case, subject to adjustment.

F2: The member of Fortress Acquisition Sponsor II LLC is Principal Holdings I LP, a Delaware limited partnership ("Holdings" and together with Sponsor, "the Reporting Persons").

F3: Because of the relationship among the Reporting Persons, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of their respective pecuniary interests. Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.

F4: Pursuant to Rule 16a-1(a)(4) under the Exchange Act, this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.

Fortress Capital Acquisition Corp

Report date January 12, 2021 · Filed January 12, 2021

Jointly reported with Fortress Capital Acquisition Sponsor LLC

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Class B Ordinary Shares, par value $0.0001 per shareSEC Table II · derivative / convertible securityIndirectSee Explanation of ResponsesNot disclosed Reported balance Holding disclosure · report date 2021-01-12 · row 1 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 1 · Balance Not disclosed

F1: Fortress Capital Acquisition Sponsor LLC ("Sponsor") directly owns Class B Ordinary Shares, par value $0.0001 per share ("Class B Ordinary Shares"), of Fortress Capital Acquisition Corp. (the "Issuer"), including 1,250,000 Class B Ordinary Shares that are subject to forfeiture if the underwriters of the Issuer's initial public offering do not exercise in full an option granted to it to cover over-allotments. Pursuant to the Amended and Restated Memorandum and Articles of Association of the Issuer, the Class B Ordinary Shares have no expiration date and will automatically convert into Class A Ordinary Shares, par value $0.0001 per share, at the time of the Issuer's initial business combination on a one-for-one basis subject to adjustment.

F2: The member of Fortress Capital Acquisition Sponsor LLC is Principal Holdings I LP, a Delaware limited partnership ("Holdings" and together with Sponsor, "the Reporting Persons").

F3: Because of the relationship among the Reporting Persons, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of their respective pecuniary interests. Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.

F4: Pursuant to Rule 16a-1(a)(4) under the Exchange Act, this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.

Filing footnotes · ownership attribution and instrument terms

F1: Fortress Capital Acquisition Sponsor LLC ("Sponsor") directly owns Class B Ordinary Shares, par value $0.0001 per share ("Class B Ordinary Shares"), of Fortress Capital Acquisition Corp. (the "Issuer"), including 1,250,000 Class B Ordinary Shares that are subject to forfeiture if the underwriters of the Issuer's initial public offering do not exercise in full an option granted to it to cover over-allotments. Pursuant to the Amended and Restated Memorandum and Articles of Association of the Issuer, the Class B Ordinary Shares have no expiration date and will automatically convert into Class A Ordinary Shares, par value $0.0001 per share, at the time of the Issuer's initial business combination on a one-for-one basis subject to adjustment.

F2: The member of Fortress Capital Acquisition Sponsor LLC is Principal Holdings I LP, a Delaware limited partnership ("Holdings" and together with Sponsor, "the Reporting Persons").

F3: Because of the relationship among the Reporting Persons, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of their respective pecuniary interests. Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.

F4: Pursuant to Rule 16a-1(a)(4) under the Exchange Act, this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.

Fortress Value Acquisition Corp. III

Report date January 04, 2021 · Filed January 04, 2021

Jointly reported with Fortress Acquisition Sponsor III LLC

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Class F Common Stock, par value $0.0001 per shareSEC Table II · derivative / convertible securityIndirectSee Explanation of ResponsesNot disclosed Reported balance Holding disclosure · report date 2021-01-04 · row 1 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 1 · Balance Not disclosed

F1: Fortress Acquisition Sponsor III LLC ("Sponsor") directly owns shares of Class F common stock, par value $0.0001 per share ("Class F Common Stock"), of Fortress Value Acquisition Corp. III (the "Issuer"), including 750,000 shares of Class F Common Stock that are subject to forfeiture if the underwriters of the Issuer's initial public offering do not exercise in full an option granted to it to cover over-allotments. Pursuant to the Amended and Restated Certificate of Incorporation of the Issuer, the shares of Class F Common Stock have no expiration date and will automatically convert into shares of Class A Common Stock, par value $0.0001 per share, at the time of the Issuer's initial business combination on a one-for-one basis subject to adjustment.

F2: The member of Fortress Acquisition Sponsor III LLC is Principal Holdings I LP, a Delaware limited partnership ("Holdings" and together with Sponsor, "the Reporting Persons").

F3: Because of the relationship among the Reporting Persons, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of their respective pecuniary interests. Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.

F4: Pursuant to Rule 16a-1(a)(4) under the Exchange Act, this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.

Filing footnotes · ownership attribution and instrument terms

F1: Fortress Acquisition Sponsor III LLC ("Sponsor") directly owns shares of Class F common stock, par value $0.0001 per share ("Class F Common Stock"), of Fortress Value Acquisition Corp. III (the "Issuer"), including 750,000 shares of Class F Common Stock that are subject to forfeiture if the underwriters of the Issuer's initial public offering do not exercise in full an option granted to it to cover over-allotments. Pursuant to the Amended and Restated Certificate of Incorporation of the Issuer, the shares of Class F Common Stock have no expiration date and will automatically convert into shares of Class A Common Stock, par value $0.0001 per share, at the time of the Issuer's initial business combination on a one-for-one basis subject to adjustment.

F2: The member of Fortress Acquisition Sponsor III LLC is Principal Holdings I LP, a Delaware limited partnership ("Holdings" and together with Sponsor, "the Reporting Persons").

F3: Because of the relationship among the Reporting Persons, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of their respective pecuniary interests. Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.

F4: Pursuant to Rule 16a-1(a)(4) under the Exchange Act, this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.

MP Materials Corp. / DE

Report date July 06, 2020 · Filed November 19, 2020

Jointly reported with Fortress Acquisition Sponsor LLC

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Class F Common Stock, par value $0.0001 per shareSEC Table II · derivative / convertible securityIndirectSee footnotes8,575,000 Reported balance After 2020-07-06 transaction · row 1 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 1 · 2020-07-06 · Sale · Disposed 25,000 · Balance 8,575,000

F1: Pursuant to the Issuer's certificate of incorporation, each issued and outstanding share of Class F common stock of the Issuer has no expiration date and will automatically convert into one share of Class A common stock of the Issuer at the time of the Issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights.

F2: Sponsor sold 25,000 shares of Class F common stock for the aggregate consideration of $72.46.

F3: The member of Sponsor is Principal Holdings I LP, a Delaware limited partnership ("Holdings" and together with Sponsor, "the Reporting Persons").

F4: Because of the relationship between the Reporting Persons, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of their respective pecuniary interests. Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.

F5: Pursuant to Rule 16a-1(a)(4) under the Exchange Act, this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.

Filing footnotes · ownership attribution and instrument terms

F1: Pursuant to the Issuer's certificate of incorporation, each issued and outstanding share of Class F common stock of the Issuer has no expiration date and will automatically convert into one share of Class A common stock of the Issuer at the time of the Issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights.

F2: Sponsor sold 25,000 shares of Class F common stock for the aggregate consideration of $72.46.

F3: The member of Sponsor is Principal Holdings I LP, a Delaware limited partnership ("Holdings" and together with Sponsor, "the Reporting Persons").

F4: Because of the relationship between the Reporting Persons, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of their respective pecuniary interests. Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.

F5: Pursuant to Rule 16a-1(a)(4) under the Exchange Act, this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.

Past disclosures · reporting ended (1)

No longer tracked through insider filings. These historical balances do not imply present ownership or a zero position.

Vivint Smart Home, Inc.

Report date January 17, 2020 · Filed January 22, 2020

Section 16 reporting ended · disclosed 2020-01-22. Current position is not established by this disclosure.

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Class F common stock, par value $0.0001 per shareSEC Table II · derivative / convertible securityIndirectBy Fortress Mosaic Sponsor LLC0 Reported balance After 2020-01-17 transaction · row 1 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 1 · 2020-01-17 · Other · Disposed 4,297,500 · Balance 0

F2: Prior to the consummation of the Business Combination, the Reporting Person was the sole member of Fortress Mosaic Sponsor LLC ("Sponsor"), which directly owned 4,297,500 shares of Class F common stock, par value $0.0001 per share (the "Class F Shares"), of the Issuer. Pursuant to the Certificate of Incorporation of the Issuer in force prior to the Business Combination, the Class F Shares had no expiration date and (i) were convertible into shares of Class A common stock, par value $0.0001 per share ("Class A Shares"), of the Issuer at any time at the option of the holder on a one-for-one basis and (ii) were to automatically convert into Class A Shares at the time of the Issuer's initial business combination on a one-for-one basis, in each case, subject to adjustment.

F3: Immediately prior to the consummation of the Business Combination, the Reporting Person transferred and assigned all of the equity interests of Sponsor to the Reporting Person's affiliate, Fortress Mosaic Holdings LLC, a Delaware limited liability company, for no consideration (the "Transfer").

F1: On January 17, 2020, Vivint Smart Home, Inc. (formerly Mosaic Acquisition Corp.), a Delaware corporation ("Issuer"), consummated its initial business combination (the "Business Combination") with Legacy Vivint Smart Home, Inc. (formerly Vivint Smart Home, Inc.), a Delaware corporation.

F4: As a result of the Transfer, the Reporting Person has ceased to beneficially own more than 10% of the outstanding Class A Shares of the Issuer and has checked the box to indicate that it will no longer be subject to Section 16 reporting with respect to the Issuer.

Filing footnotes · ownership attribution and instrument terms

F1: On January 17, 2020, Vivint Smart Home, Inc. (formerly Mosaic Acquisition Corp.), a Delaware corporation ("Issuer"), consummated its initial business combination (the "Business Combination") with Legacy Vivint Smart Home, Inc. (formerly Vivint Smart Home, Inc.), a Delaware corporation.

F2: Prior to the consummation of the Business Combination, the Reporting Person was the sole member of Fortress Mosaic Sponsor LLC ("Sponsor"), which directly owned 4,297,500 shares of Class F common stock, par value $0.0001 per share (the "Class F Shares"), of the Issuer. Pursuant to the Certificate of Incorporation of the Issuer in force prior to the Business Combination, the Class F Shares had no expiration date and (i) were convertible into shares of Class A common stock, par value $0.0001 per share ("Class A Shares"), of the Issuer at any time at the option of the holder on a one-for-one basis and (ii) were to automatically convert into Class A Shares at the time of the Issuer's initial business combination on a one-for-one basis, in each case, subject to adjustment.

F3: Immediately prior to the consummation of the Business Combination, the Reporting Person transferred and assigned all of the equity interests of Sponsor to the Reporting Person's affiliate, Fortress Mosaic Holdings LLC, a Delaware limited liability company, for no consideration (the "Transfer").

F4: As a result of the Transfer, the Reporting Person has ceased to beneficially own more than 10% of the outstanding Class A Shares of the Issuer and has checked the box to indicate that it will no longer be subject to Section 16 reporting with respect to the Issuer.

Transaction history

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Purchases/sales include open-market and private transactions. Plan disclosure applies to the filing; individual rows may differ. “Not disclosed” is not “unplanned.”

The cutoff filters transaction history only. Company summaries and owner relationships show the latest available disclosures. Parser corrections can improve historical records.

Transaction dateCompanyActivity / securityShares / unitsReported priceReported valueDetails
November 17, 2020 Filed Nov 19, 2020 16:30 UTC MP Materials Corp. / DE FVAC · Entity 3549 ConversionClass F Common Stock, par value $0.0001 per share · Derivative 9,465,000 Not disclosed Not disclosed
Disclosure

SEC source: 0000899243-20-031650 · doc4.xml · derivative · entry 4

Principal Holdings I LP · CIK 0001427223 · 10% owner

Fortress Acquisition Sponsor LLC · CIK 0001801364 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Explanation of Responses

Disclosed balance after: 0

Underlying: Class A common stock, par value $0.0001 per share · 9,465,000 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F2 · derivative.exercise_price: Represents the exchange of 5,933,333 private placement warrants directly held by Sponsor for 890,000 newly issued shares of Class F common stock of the Issuer, at an exchange ratio of one private placement warrant for 0.15 shares of Class F common stock pursuant to that certain Agreement and Plan of Merger, dated as of July 15, 2020, as amended, and that certain Warrant Exchange Agreement, dated as of July 15, 2020, by and between the Issuer and Sponsor in connection with the consummation of Business Combination,.

F3 · kind: In connection with the consummation of the Business Combination, each issued and outstanding share of Class F common stock of the Issuer automatically converted into one share of Class A common stock of the Issuer, pursuant to the Issuer's certificate of incorporation in effect prior to the Business Combination. Under certain circumstances, all or a portion of such shares of Class A common stock are subject to forfeiture if certain stock price levels are not achieved on or before the tenth anniversary of the Business Combination.

F3 · price: In connection with the consummation of the Business Combination, each issued and outstanding share of Class F common stock of the Issuer automatically converted into one share of Class A common stock of the Issuer, pursuant to the Issuer's certificate of incorporation in effect prior to the Business Combination. Under certain circumstances, all or a portion of such shares of Class A common stock are subject to forfeiture if certain stock price levels are not achieved on or before the tenth anniversary of the Business Combination.

F3 · derivative.exercise_date: In connection with the consummation of the Business Combination, each issued and outstanding share of Class F common stock of the Issuer automatically converted into one share of Class A common stock of the Issuer, pursuant to the Issuer's certificate of incorporation in effect prior to the Business Combination. Under certain circumstances, all or a portion of such shares of Class A common stock are subject to forfeiture if certain stock price levels are not achieved on or before the tenth anniversary of the Business Combination.

F3 · derivative.expiration_date: In connection with the consummation of the Business Combination, each issued and outstanding share of Class F common stock of the Issuer automatically converted into one share of Class A common stock of the Issuer, pursuant to the Issuer's certificate of incorporation in effect prior to the Business Combination. Under certain circumstances, all or a portion of such shares of Class A common stock are subject to forfeiture if certain stock price levels are not achieved on or before the tenth anniversary of the Business Combination.

F4 · ownership.nature: The member of Sponsor is Principal Holdings I LP, a Delaware limited partnership ("Holdings" and together with Sponsor, "the Reporting Persons").

F5 · ownership.nature: Because of the relationship between the Reporting Persons, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of their respective pecuniary interests. Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.

F6 · ownership.nature: Pursuant to Rule 16a-1(a)(4) under the Exchange Act, this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.

Read SEC document
November 17, 2020 Filed Nov 19, 2020 16:30 UTC MP Materials Corp. / DE FVAC · Entity 3549 OtherClass F Common Stock, par value $0.0001 per share · Derivative 890,000 Not disclosed Not disclosed
Disclosure

SEC source: 0000899243-20-031650 · doc4.xml · derivative · entry 3

Principal Holdings I LP · CIK 0001427223 · 10% owner

Fortress Acquisition Sponsor LLC · CIK 0001801364 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Explanation of Responses

Disclosed balance after: 9,465,000

Underlying: Class A common stock, par value $0.0001 per share · 890,000 shares

Expires not disclosed

F2 · derivative.exercise_price: Represents the exchange of 5,933,333 private placement warrants directly held by Sponsor for 890,000 newly issued shares of Class F common stock of the Issuer, at an exchange ratio of one private placement warrant for 0.15 shares of Class F common stock pursuant to that certain Agreement and Plan of Merger, dated as of July 15, 2020, as amended, and that certain Warrant Exchange Agreement, dated as of July 15, 2020, by and between the Issuer and Sponsor in connection with the consummation of Business Combination,.

F2 · kind: Represents the exchange of 5,933,333 private placement warrants directly held by Sponsor for 890,000 newly issued shares of Class F common stock of the Issuer, at an exchange ratio of one private placement warrant for 0.15 shares of Class F common stock pursuant to that certain Agreement and Plan of Merger, dated as of July 15, 2020, as amended, and that certain Warrant Exchange Agreement, dated as of July 15, 2020, by and between the Issuer and Sponsor in connection with the consummation of Business Combination,.

F2 · price: Represents the exchange of 5,933,333 private placement warrants directly held by Sponsor for 890,000 newly issued shares of Class F common stock of the Issuer, at an exchange ratio of one private placement warrant for 0.15 shares of Class F common stock pursuant to that certain Agreement and Plan of Merger, dated as of July 15, 2020, as amended, and that certain Warrant Exchange Agreement, dated as of July 15, 2020, by and between the Issuer and Sponsor in connection with the consummation of Business Combination,.

F2 · derivative.exercise_date: Represents the exchange of 5,933,333 private placement warrants directly held by Sponsor for 890,000 newly issued shares of Class F common stock of the Issuer, at an exchange ratio of one private placement warrant for 0.15 shares of Class F common stock pursuant to that certain Agreement and Plan of Merger, dated as of July 15, 2020, as amended, and that certain Warrant Exchange Agreement, dated as of July 15, 2020, by and between the Issuer and Sponsor in connection with the consummation of Business Combination,.

F2 · derivative.expiration_date: Represents the exchange of 5,933,333 private placement warrants directly held by Sponsor for 890,000 newly issued shares of Class F common stock of the Issuer, at an exchange ratio of one private placement warrant for 0.15 shares of Class F common stock pursuant to that certain Agreement and Plan of Merger, dated as of July 15, 2020, as amended, and that certain Warrant Exchange Agreement, dated as of July 15, 2020, by and between the Issuer and Sponsor in connection with the consummation of Business Combination,.

F4 · ownership.nature: The member of Sponsor is Principal Holdings I LP, a Delaware limited partnership ("Holdings" and together with Sponsor, "the Reporting Persons").

F5 · ownership.nature: Because of the relationship between the Reporting Persons, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of their respective pecuniary interests. Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.

F6 · ownership.nature: Pursuant to Rule 16a-1(a)(4) under the Exchange Act, this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.

Read SEC document
November 17, 2020 Filed Nov 19, 2020 16:30 UTC MP Materials Corp. / DE FVAC · Entity 3549 ConversionClass A Common Stock, par value $0.0001 per share 9,465,000 Not disclosed Not disclosed
Disclosure

SEC source: 0000899243-20-031650 · doc4.xml · nonDerivative · entry 2

Principal Holdings I LP · CIK 0001427223 · 10% owner

Fortress Acquisition Sponsor LLC · CIK 0001801364 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Explanation of Responses

Disclosed balance after: 9,965,000

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F3 · kind: In connection with the consummation of the Business Combination, each issued and outstanding share of Class F common stock of the Issuer automatically converted into one share of Class A common stock of the Issuer, pursuant to the Issuer's certificate of incorporation in effect prior to the Business Combination. Under certain circumstances, all or a portion of such shares of Class A common stock are subject to forfeiture if certain stock price levels are not achieved on or before the tenth anniversary of the Business Combination.

F3 · shares: In connection with the consummation of the Business Combination, each issued and outstanding share of Class F common stock of the Issuer automatically converted into one share of Class A common stock of the Issuer, pursuant to the Issuer's certificate of incorporation in effect prior to the Business Combination. Under certain circumstances, all or a portion of such shares of Class A common stock are subject to forfeiture if certain stock price levels are not achieved on or before the tenth anniversary of the Business Combination.

F3 · price: In connection with the consummation of the Business Combination, each issued and outstanding share of Class F common stock of the Issuer automatically converted into one share of Class A common stock of the Issuer, pursuant to the Issuer's certificate of incorporation in effect prior to the Business Combination. Under certain circumstances, all or a portion of such shares of Class A common stock are subject to forfeiture if certain stock price levels are not achieved on or before the tenth anniversary of the Business Combination.

F4 · ownership.nature: The member of Sponsor is Principal Holdings I LP, a Delaware limited partnership ("Holdings" and together with Sponsor, "the Reporting Persons").

F5 · ownership.nature: Because of the relationship between the Reporting Persons, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of their respective pecuniary interests. Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.

F6 · ownership.nature: Pursuant to Rule 16a-1(a)(4) under the Exchange Act, this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.

Read SEC document
November 17, 2020 Filed Nov 19, 2020 16:30 UTC MP Materials Corp. / DE FVAC · Entity 3549 PurchaseClass A Common Stock, par value $0.0001 per share 500,000 $10.00 $5,000,000.00
Disclosure

SEC source: 0000899243-20-031650 · doc4.xml · nonDerivative · entry 1

Principal Holdings I LP · CIK 0001427223 · 10% owner

Fortress Acquisition Sponsor LLC · CIK 0001801364 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Explanation of Responses

Disclosed balance after: 500,000

F1 · kind: Represents shares purchased by Fortress Acquisition Sponsor LLC ("Sponsor") from Fortress Value Acquisition Corp. (the "Issuer") in a private placement at a purchase price of $10.00 per share in connection with the consummation of the business combination with MP Mine Operations LLC and Secured Natural Resources LLC, on November 17, 2020 (the "Business Combination"), and pursuant to that certain Subscription Agreement, dated as of July 15, 2020.

F1 · shares: Represents shares purchased by Fortress Acquisition Sponsor LLC ("Sponsor") from Fortress Value Acquisition Corp. (the "Issuer") in a private placement at a purchase price of $10.00 per share in connection with the consummation of the business combination with MP Mine Operations LLC and Secured Natural Resources LLC, on November 17, 2020 (the "Business Combination"), and pursuant to that certain Subscription Agreement, dated as of July 15, 2020.

F4 · ownership.nature: The member of Sponsor is Principal Holdings I LP, a Delaware limited partnership ("Holdings" and together with Sponsor, "the Reporting Persons").

F5 · ownership.nature: Because of the relationship between the Reporting Persons, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of their respective pecuniary interests. Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.

F6 · ownership.nature: Pursuant to Rule 16a-1(a)(4) under the Exchange Act, this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.

Read SEC document
July 06, 2020 Filed Nov 19, 2020 16:30 UTC MP Materials Corp. / DE FVAC · Entity 3549 SaleClass F Common Stock, par value $0.0001 per share · Derivative 25,000 $0.00 $72.50
Disclosure

SEC source: 0000899243-20-031652 · doc4.xml · derivative · entry 1

Principal Holdings I LP · CIK 0001427223 · 10% owner

Fortress Acquisition Sponsor LLC · CIK 0001801364 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 8,575,000

Underlying: Class A common stock, par value $0.0001 per share · 25,000 shares

Expires not disclosed

F1 · derivative.exercise_price: Pursuant to the Issuer's certificate of incorporation, each issued and outstanding share of Class F common stock of the Issuer has no expiration date and will automatically convert into one share of Class A common stock of the Issuer at the time of the Issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights.

F2 · shares: Sponsor sold 25,000 shares of Class F common stock for the aggregate consideration of $72.46.

F2 · price: Sponsor sold 25,000 shares of Class F common stock for the aggregate consideration of $72.46.

F1 · derivative.exercise_date: Pursuant to the Issuer's certificate of incorporation, each issued and outstanding share of Class F common stock of the Issuer has no expiration date and will automatically convert into one share of Class A common stock of the Issuer at the time of the Issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights.

F1 · derivative.expiration_date: Pursuant to the Issuer's certificate of incorporation, each issued and outstanding share of Class F common stock of the Issuer has no expiration date and will automatically convert into one share of Class A common stock of the Issuer at the time of the Issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights.

F3 · ownership.nature: The member of Sponsor is Principal Holdings I LP, a Delaware limited partnership ("Holdings" and together with Sponsor, "the Reporting Persons").

F4 · ownership.nature: Because of the relationship between the Reporting Persons, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of their respective pecuniary interests. Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.

F5 · ownership.nature: Pursuant to Rule 16a-1(a)(4) under the Exchange Act, this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.

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January 17, 2020 Filed Jan 22, 2020 17:30 UTC Vivint Smart Home, Inc. VVNT · Entity 15378 OtherClass F common stock, par value $0.0001 per share · Derivative 4,297,500 Not disclosed Not disclosed
Disclosure

SEC source: 0001567619-20-001385 · doc1.xml · derivative · entry 1

Principal Holdings I LP · CIK 0001427223 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · By Fortress Mosaic Sponsor LLC

Disclosed balance after: 0

Underlying: Class A common stock, par value $0.0001 per share · Not disclosed shares

Expires not disclosed

F2 · derivative.exercise_price: Prior to the consummation of the Business Combination, the Reporting Person was the sole member of Fortress Mosaic Sponsor LLC ("Sponsor"), which directly owned 4,297,500 shares of Class F common stock, par value $0.0001 per share (the "Class F Shares"), of the Issuer. Pursuant to the Certificate of Incorporation of the Issuer in force prior to the Business Combination, the Class F Shares had no expiration date and (i) were convertible into shares of Class A common stock, par value $0.0001 per share ("Class A Shares"), of the Issuer at any time at the option of the holder on a one-for-one basis and (ii) were to automatically convert into Class A Shares at the time of the Issuer's initial business combination on a one-for-one basis, in each case, subject to adjustment.

F3 · kind: Immediately prior to the consummation of the Business Combination, the Reporting Person transferred and assigned all of the equity interests of Sponsor to the Reporting Person's affiliate, Fortress Mosaic Holdings LLC, a Delaware limited liability company, for no consideration (the "Transfer").

F2 · price: Prior to the consummation of the Business Combination, the Reporting Person was the sole member of Fortress Mosaic Sponsor LLC ("Sponsor"), which directly owned 4,297,500 shares of Class F common stock, par value $0.0001 per share (the "Class F Shares"), of the Issuer. Pursuant to the Certificate of Incorporation of the Issuer in force prior to the Business Combination, the Class F Shares had no expiration date and (i) were convertible into shares of Class A common stock, par value $0.0001 per share ("Class A Shares"), of the Issuer at any time at the option of the holder on a one-for-one basis and (ii) were to automatically convert into Class A Shares at the time of the Issuer's initial business combination on a one-for-one basis, in each case, subject to adjustment.

F2 · derivative.exercise_date: Prior to the consummation of the Business Combination, the Reporting Person was the sole member of Fortress Mosaic Sponsor LLC ("Sponsor"), which directly owned 4,297,500 shares of Class F common stock, par value $0.0001 per share (the "Class F Shares"), of the Issuer. Pursuant to the Certificate of Incorporation of the Issuer in force prior to the Business Combination, the Class F Shares had no expiration date and (i) were convertible into shares of Class A common stock, par value $0.0001 per share ("Class A Shares"), of the Issuer at any time at the option of the holder on a one-for-one basis and (ii) were to automatically convert into Class A Shares at the time of the Issuer's initial business combination on a one-for-one basis, in each case, subject to adjustment.

F2 · derivative.expiration_date: Prior to the consummation of the Business Combination, the Reporting Person was the sole member of Fortress Mosaic Sponsor LLC ("Sponsor"), which directly owned 4,297,500 shares of Class F common stock, par value $0.0001 per share (the "Class F Shares"), of the Issuer. Pursuant to the Certificate of Incorporation of the Issuer in force prior to the Business Combination, the Class F Shares had no expiration date and (i) were convertible into shares of Class A common stock, par value $0.0001 per share ("Class A Shares"), of the Issuer at any time at the option of the holder on a one-for-one basis and (ii) were to automatically convert into Class A Shares at the time of the Issuer's initial business combination on a one-for-one basis, in each case, subject to adjustment.

F2 · derivative.underlying_shares: Prior to the consummation of the Business Combination, the Reporting Person was the sole member of Fortress Mosaic Sponsor LLC ("Sponsor"), which directly owned 4,297,500 shares of Class F common stock, par value $0.0001 per share (the "Class F Shares"), of the Issuer. Pursuant to the Certificate of Incorporation of the Issuer in force prior to the Business Combination, the Class F Shares had no expiration date and (i) were convertible into shares of Class A common stock, par value $0.0001 per share ("Class A Shares"), of the Issuer at any time at the option of the holder on a one-for-one basis and (ii) were to automatically convert into Class A Shares at the time of the Issuer's initial business combination on a one-for-one basis, in each case, subject to adjustment.

F1 · ownership.nature: On January 17, 2020, Vivint Smart Home, Inc. (formerly Mosaic Acquisition Corp.), a Delaware corporation ("Issuer"), consummated its initial business combination (the "Business Combination") with Legacy Vivint Smart Home, Inc. (formerly Vivint Smart Home, Inc.), a Delaware corporation.

F2 · ownership.nature: Prior to the consummation of the Business Combination, the Reporting Person was the sole member of Fortress Mosaic Sponsor LLC ("Sponsor"), which directly owned 4,297,500 shares of Class F common stock, par value $0.0001 per share (the "Class F Shares"), of the Issuer. Pursuant to the Certificate of Incorporation of the Issuer in force prior to the Business Combination, the Class F Shares had no expiration date and (i) were convertible into shares of Class A common stock, par value $0.0001 per share ("Class A Shares"), of the Issuer at any time at the option of the holder on a one-for-one basis and (ii) were to automatically convert into Class A Shares at the time of the Issuer's initial business combination on a one-for-one basis, in each case, subject to adjustment.

F3 · ownership.nature: Immediately prior to the consummation of the Business Combination, the Reporting Person transferred and assigned all of the equity interests of Sponsor to the Reporting Person's affiliate, Fortress Mosaic Holdings LLC, a Delaware limited liability company, for no consideration (the "Transfer").

F4 · ownership.nature: As a result of the Transfer, the Reporting Person has ceased to beneficially own more than 10% of the outstanding Class A Shares of the Issuer and has checked the box to indicate that it will no longer be subject to Section 16 reporting with respect to the Issuer.

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Value uses the disclosed total when available, otherwise shares × reported transaction price. It is not an estimate of exercise cash cost or investment performance.