SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Alvarado Michael

(Last)

(First)

(Middle)

C/O FIVE POINT HOLDINGS, LLC

15131 ALTON PARKWAY, 4TH FLOOR

(Street)

IRVINE

92618

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Five Point Holdings, LLC [ FPH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
12/13/2019

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A common shares	12/13/2019		M		16,676	A	⁽¹⁾	55,065	I	By trust⁽²⁾
Class A common shares	12/13/2019		M		5	A	⁽³⁾	55,070	I	By trust⁽²⁾
Class A common shares								451,494	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A units of Five Point Operating Company, LP	⁽¹⁾	12/13/2019		M			16,676	⁽¹⁾	⁽¹⁾	Class A common shares	16,676	⁽¹⁾	0	I	By trust⁽²⁾
Class B common shares	⁽³⁾	12/13/2019		M			16,676	⁽³⁾	⁽³⁾	Class A common shares	5	⁽³⁾	0	I	By trust⁽²⁾

Explanation of Responses:

1. In accordance with the Limited Partnership Agreement of Five Point Operating Company, LP (the "Operating Company"), after May 2, 2017, the holder may tender such Class A units of the Operating Company for redemption, and will receive in exchange therefor one Class A common share of Five Point Holdings, LLC (the"Company") or cash, at the option of the Company.

2. The Class A common shares and Class B common shares of the Company and Class A units of the Operating Company are owned by The Michael A. and Julie S. Alvarado Family Trust created u/t/d dated July 9, 2002, of which Mr. Alvarado serves as the sole trustee.

3. Mr. Alvarado holds 16,676 Class B common shares. Each Class B common share was issued with a Class A unit of the Operating Company. If the holder tenders any Class A units of the Operating Company for redemption, then an equal number of Class B common shares will automatically convert into Class A common shares of the Company. Also, if the holder attempts to transfer any Class B common shares to anyone other than certain permitted transferees, then such Class B common shares will automatically convert into Class A common shares of the Company. In either case, the conversion ratio is 0.0003 Class A common shares for each Class B common share.

Remarks:

Chief Legal Officer, Vice President and Secretary

	/s/ Michael Alvarado	12/17/2019
	** 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 4 (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.
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