0000899243-17-012521.txt : 20170509 0000899243-17-012521.hdr.sgml : 20170509 20170509180104 ACCESSION NUMBER: 0000899243-17-012521 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20170509 FILED AS OF DATE: 20170509 DATE AS OF CHANGE: 20170509 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Five Point Holdings, LLC CENTRAL INDEX KEY: 0001574197 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 270599397 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 25 ENTERPRISE STREET 2: SUITE 300 CITY: ALISO VIEJO STATE: CA ZIP: 92656 BUSINESS PHONE: (949) 349-1000 MAIL ADDRESS: STREET 1: 25 ENTERPRISE STREET 2: SUITE 300 CITY: ALISO VIEJO STATE: CA ZIP: 92656 FORMER COMPANY: FORMER CONFORMED NAME: Newhall Holding Company, LLC DATE OF NAME CHANGE: 20130411 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Haddad Emile CENTRAL INDEX KEY: 0001704042 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38088 FILM NUMBER: 17827827 MAIL ADDRESS: STREET 1: C/O FIVE POINT HOLDINGS, LLC STREET 2: 25 ENTERPRISE, SUITE 300 CITY: ALISO VIEJO STATE: CA ZIP: 92656 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2017-05-09 0 0001574197 Five Point Holdings, LLC FPH 0001704042 Haddad Emile C/O FIVE POINT HOLDINGS, LLC 25 ENTERPRISE, SUITE 300 ALISO VIEJO CA 92656 1 1 0 0 See Remarks Class A common shares 304760 D Class A units of Five Point Operating Company, LLC Class A common shares 3137134 I See Footnote Class B common shares Class A common shares 941 I See Footnote Restricted share units Class A common shares 869734 D Includes 173,126 restricted shares that are subject to certain restrictions upon transfer and rights of forfeiture as set forth in the Five Point Holdings, LLC 2016 Incentive Award Plan (the "2016 Incentive Award Plan ) and an agreement entered into between the registered owner and Five Point Holdings, LLC (the "Company"), copies of which are on file with the secretary of the Company. Such restricted shares will vest in three equal annual installments beginning on January 15, 2018. In accordance with the Limited Liability Company Agreement of 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 the Company or cash, at the option of the Company. The Class B common shares of the Company and Class A units of the Operating Company are owned by Doni, Inc. Doni, Inc. is owned and controlled by Mr. Haddad's family trust, of which Mr. Haddad and his wife serve as co-trustees. Mr. Haddad holds 3,137,134 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. Such restricted share units ("RSUs") granted to Mr. Haddad pursuant to the 2016 Incentive Award Plan will settle on a one-for-one basis in Class A common shares or cash, at the option of the Company, in three equal annual installments beginning on January 15, 2018. One third of such RSUs has vested and the remaining RSUs will vest on January 15, 2018. Chairman, President and Chief Executive Officer /s/ Michael Alvarado, as attorney-in-fact 2017-05-09 EX-24 2 attachment1.htm EX-24 DOCUMENT

                                POWER OF ATTORNEY
                         For Executing Forms 3, 4 and 5


KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints
each of Emile Haddad, Erik Higgins and Michael Alvarado or any of them, each
acting alone, his or her true and lawful attorney-in-fact to:

(1)     execute for and on behalf of the undersigned a Form 3, Form 4 or Form 5,
        or any amendment thereto, relating to the securities of Five Point
        Holdings, LLC, in accordance with Section 16(a) of the Securities
        Exchange Act of 1934 and the rules thereunder;

(2)     do and perform any and all acts for and on behalf of the undersigned
        which may be necessary or desirable to complete the execution of such
        Form 3, Form 4 or Form 5, or any amendment thereto, and the timely
        filing of such form with the United States Securities and Exchange
        Commission and any other authority; and

(3)     take any other action of any type whatsoever in connection with the
        foregoing which, in the opinion of such attorney-in-fact, may be of
        benefit to, in the best interest of, or legally required by, the
        undersigned, it being understood that the documents executed by such
        attorney-in-fact on behalf of the undersigned pursuant to this Power of
        Attorney shall be in such form and shall contain such terms and
        conditions as such attorney-in-fact may approve in his or her
        discretion.

The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform all and every act and thing whatsoever requisite,
necessary and proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this Power of Attorney and the rights and powers herein
granted. The undersigned acknowledges that each of the foregoing
attorneys-in-fact, in serving in such capacity at the request of the
undersigned, is not assuming any of the undersigned's responsibilities to comply
with Section 16 of the Securities Exchange Act of 1934. This Power of Attorney
shall remain in full force and effect until the undersigned is no longer
required to file Forms 3, 4 and 5 with respect to the undersigned's holdings of
and transactions in securities issued by Five Point Holdings, LLC unless earlier
revoked by the undersigned in a signed writing delivered to the foregoing
attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 30th day of March, 2017.

                                /s/ Emile Haddad
                                ----------------------
                                Name: Emile Haddad