FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 05/09/2017 |
3. Issuer Name and Ticker or Trading Symbol
Five Point Holdings, LLC [ FPH ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Class A Common Shares | 3,910,858 | I | See footnotes(1)(2)(3) |
Class B Common Shares | 18,932,182(4) | I | See footnotes(1)(2)(3) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Operating Company Class A Units | (5) | (5) | Class A Common Shares | 7,101,625 | (5) | I | See footnotes(1)(2)(3) |
San Francisco Venture Class A Units | (6) | (6) | Operating Company Class A Units | 11,830,557 | (6) | I | See footnotes(1)(2)(3) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. Represents securities held directly by: TCO Fund, L.P. ("TCO"), TCO Investors, L.P. ("TCOI"), Castlelake I, L.P. ("Castlelake I"), TCS Diamond Solutions, LLC ("Diamond Solutions"), TCS II REO USA, LLC ("TCSII REO"), HPSCP Opportunities, L.P. ("HPSCP) and HFET Opportunities, LLC ("HFET"). TCO Fund GP, L.P. ("TCO GP" and, together with TCO and TCOI, the "TCO Fund Entities") is the general partner of TCO and TCOI, and in such capacity may be deemed to share beneficial ownership of the securities held by TCO and TCOI. Castlelake I GP, L.P. ("Castlelake I GP" and, together with Castlelake I and Diamond Solutions, the "Castlelake I Fund Entities"), is the general partner of Castlelake I and the managing member of Diamond Solutions, and in such capacity may be deemed to share beneficial ownership of the securities held by Castlelake I and Diamond Solutions. |
2. Castlelake II GP, L.P. ("Castlelake II GP" and, together with TCSII REO and HPSCP, the "Castlelake II Fund Entities") is the general partner of TCSII REO and HPSCP, and in such capacity may be deemed to share beneficial ownership of the securities held by TCSII REO and HPSCP. Castlelake III GP, L.P. ("Castlelake III GP" and, together with HFET, the "Castlelake III Fund Entities"), is the managing member of HFET, and in such capacity may be deemed to share beneficial ownership of the securities held by HFET. |
3. Castlelake, L.P. ("Castlelake") is the investment manager of the TCO Fund Entities, the Castlelake I Fund Entities, the Castlelake II Fund Entities and the Castlelake III Fund Entities, and in such capacity may be deemed to share beneficial ownership of the securities beneficially owned by such entities. Rory O'Neill is the managing partner and chief executive officer of Castlelake. Castlelake, Mr. O'Neill, TCO GP, Castlelake I GP, Castlelake II GP, HFET REO and Castlelake III GP disclaim beneficial ownership of the securities reported herein except to the extent of any pecuniary interest therein. |
4. Upon an exchange of Class A units of Five Point Operating Company, LLC (each an "Operating Company Class A Units") or Class A units of The Shipyard Communities, LLC (each a "San Francisco Venture Class A Unit") for Class A common shares, an equal number of Class B common shares will convert to Class A common shares on a 1-for-0.0003 basis. |
5. The Operating Company Class A Units have no expiration date and are exchangeable at the option of the Issuer for either (i) Class A common shares on a one-for-one basis or (ii) cash in an amount equal to the market value of such shares at the time of exchange. |
6. San Francisco Class A Units have no expiration date and are exchangeable at any time at the option of the holder for Operating Company Class A Units on a one-for-one basis. |
Remarks: |
Due to the limitations of the Securities and Exchange Commission's electronic filing system, TCO Fund, L.P., TCO Investors, L.P., TCO Fund GP, L.P., Castlelake I, L.P., TCS Diamond Solutions, LLC, Castlelake I GP, L.P., TCS II REO USA, LLC, HPSCP Opportunities, L.P., Castlelake II GP, L.P. and HFET Opportunities, LLC are filing a separate Form 3. |
CASTLELAKE, L.P., By: /s/ Kevin Hinkler, Vice President | 05/09/2017 | |
CASTLELAKE III GP, L.P., By: /s/ Kevin Hinkler, Vice President | 05/09/2017 | |
/s/ RORY O'NEILL | 05/09/2017 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |