0001145443-20-000104.txt : 20200212 0001145443-20-000104.hdr.sgml : 20200212 20200212130300 ACCESSION NUMBER: 0001145443-20-000104 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20200212 DATE AS OF CHANGE: 20200212 GROUP MEMBERS: MIML GROUP MEMBERS: MIMUS SUBJECT COMPANY: 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 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-89989 FILM NUMBER: 20602929 BUSINESS ADDRESS: STREET 1: 15131 ALTON PARKWAY, 4TH FLOOR CITY: IRVINE STATE: CA ZIP: 92618 BUSINESS PHONE: (949) 349-1000 MAIL ADDRESS: STREET 1: 15131 ALTON PARKWAY, 4TH FLOOR CITY: IRVINE STATE: CA ZIP: 92618 FORMER COMPANY: FORMER CONFORMED NAME: Newhall Holding Company, LLC DATE OF NAME CHANGE: 20130411 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MANULIFE FINANCIAL CORP CENTRAL INDEX KEY: 0001086888 STANDARD INDUSTRIAL CLASSIFICATION: LIFE INSURANCE [6311] IRS NUMBER: 889897526 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 200 BLOOR ST EAST, NT-10 CITY: TORONTO STATE: A6 ZIP: M4W1E5 BUSINESS PHONE: 416-926-3000 MAIL ADDRESS: STREET 1: 200 BLOOR ST EAST, NT-10 CITY: TORONTO STATE: A6 ZIP: M4W1E5 SC 13G 1 fph3720961-sc13g.htm SCHEDULE FILED TO REPORT ACQUISITION OF BENEFICIAL OWNERSHIP

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


SCHEDULE 13G

Under the Securities Exchange Act of 1934


Five Point Holdings, LLC
(Name of Issuer)
 
Common Stock
(Title of Class of Securities)
 
33833Q106
(CUSIP Number)
 
December 31, 2019
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

          X   Rule 13d-1(b)
 
 

Rule 13d-1(c)

 
 

Rule 13d-1(d)

*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 the disclosures provided in a prior cover page.

The information required in 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. 33833Q106

1

NAME OF REPORTING PERSON

Manulife Financial Corporation
                
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐
(b) ☐		                
N/A
 
3 SEC USE ONLY
 
 
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Canada
  
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With		 5 SOLE VOTING POWER
                
-0-
 
6 SHARED VOTING POWER
  
-0-
 
7 SOLE DISPOSITIVE POWER
 
-0-
 
8 SHARED DISPOSITIVE POWER
 
-0-
 
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  
None, except through its indirect, wholly-owned subsidiaries, Manulife Investment Management (US) LLC and Manulife Investment Management Limited
 
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
 
N/A
 
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
See line 9 above.
 
12 TYPE OF REPORTING PERSON*
 
HC
 

*SEE INSTRUCTIONS

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CUSIP No. 33833Q106

1

NAME OF REPORTING PERSON

Manulife Investment Management (US) LLC
                
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐
(b) ☐		                
N/A
 
3 SEC USE ONLY
 
 
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware
  
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With		 5 SOLE VOTING POWER
                
3,686,769
 
6 SHARED VOTING POWER
  
-0-
 
7 SOLE DISPOSITIVE POWER
 
3,686,769
 
8 SHARED DISPOSITIVE POWER
 
-0-
 
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  
3,686,769
 
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
 
N/A
 
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
5.36%
 
12 TYPE OF REPORTING PERSON*
 
IA
 

*SEE INSTRUCTIONS

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CUSIP No. 33833Q106

1

NAME OF REPORTING PERSON

Manulife Investment Management Limited
                
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐
(b) ☐		                
N/A
 
3 SEC USE ONLY
 
 
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Canada
  
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With		 5 SOLE VOTING POWER
                
3,392
 
6 SHARED VOTING POWER
  
-0-
 
7 SOLE DISPOSITIVE POWER
 
3,392
 
8 SHARED DISPOSITIVE POWER
 
-0-
 
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  
3,392
 
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
 
N/A
 
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
0.00%
 
12 TYPE OF REPORTING PERSON*
 
FI
 

*SEE INSTRUCTIONS

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Item 1(a) Name of Issuer:
                         Five Point Holdings, LLC
 
Item 1(b) Address of Issuer's Principal Executive Offices:
15131 Alton Parkway, 4th Floor
Irvine, California 92618
 
Item 2(a) Name of Person Filing:
This filing is made on behalf of Manulife Financial Corporation ("MFC") and MFC’s indirect, wholly-owned subsidiaries, Manulife Investment Management (US) LLC ("MIM (US)") and Manulife Investment Management Limited ("MIML”)
  
Item 2(b) Address of Principal Business Office:
The principal business offices of MFC and MIML are located at 200 Bloor Street East, Toronto, Ontario, Canada, M4W 1E5.
The principal business office of MIM (US) is located at 197 Clarendon Street, Boston, Massachusetts 02116.
 
Item 2(c) Citizenship:
MFC and MIML are organized and exist under the laws of Canada.
MIM (US) is organized and exists under the laws of the State of Delaware.
 
Item 2(d) Title of Class of Securities:
Common Stock
 
Item 2(e) CUSIP Number:
33833Q106
 
Item 3 If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
 
  MFC: (g) (X)    a parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
   
  MIM (US): (e) (X) an investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).
     
  MIML: (j) (X) a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J).

Item 4 Ownership:
 
                         (a) Amount Beneficially Owned: MIM (US) has beneficial ownership of 3,686,769 shares of Common Stock and MIML has beneficial ownership of 3,392 shares of Common Stock. Through its parent-subsidiary relationship to MIM (US) and MIML, MFC may be deemed to have beneficial ownership of these same shares.
   
  (b) Percent of Class: Of the 68,746,555 shares of Common Stock outstanding as of October 31, 2019, according to the Form 10-Q filed by the issuer with the Securities and Exchange Commission on November 8, 2019, MIM (US) held 5.36% and MIML held 0.00%.

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                         (c) Number of shares as to which the person has:
 
(i) sole power to vote or to direct the vote:
MIM (US) and MIML each has sole power to vote or to direct the voting of the shares of Common Stock beneficially owned by each of them.
 
(ii) shared power to vote or to direct the vote: -0-
 
(iii) sole power to dispose or to direct the disposition of:
MIM (US) and MIML each has sole power to dispose or to direct the disposition of the shares of Common Stock beneficially owned by each of them.
 
(iv) shared power to dispose or to direct the disposition of: -0-
 
Item 5 Ownership of Five Percent or Less of a Class:
Not applicable.
 
Item 6 Ownership of More than Five Percent on Behalf of Another Person:
Not applicable.
 
Item 7 Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:
See Items 3 and 4 above.
 
Item 8 Identification and Classification of Members of the Group:
Not applicable.
 
Item 9 Notice of Dissolution of Group:
Not applicable.
 
Item 10 Certification:
By signing below the undersigned certifies that, to the best of its knowledge and belief, (i) the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, and (ii) the foreign regulatory schemes applicable to MIML, are substantially comparable to the regulatory scheme applicable to the functionally equivalent U.S. institutions. The undersigned also undertakes to furnish to the Commission staff, upon request, information that would otherwise be disclosed in a Schedule 13D.

Page 6 of 8

SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Manulife Financial Corporation
 
By: /s/ Susie Rafael
Name:      Susie Rafael
Dated: January 24, 2020 Title: Agent*
 
Manulife Investment Management (US) LLC
 
By: /s/ Paul Donahue
Name: Paul Donahue
Dated: January 27, 2020 Title: Chief Compliance Officer
 
Manulife Investment Management Limited
 
By: /s/ Christopher Walker
Name: Christopher Walker
Dated: January 22, 2020 Title: Chief Compliance Officer

* Signed pursuant to a Power of Attorney dated January 17, 2018 included as Exhibit A to Schedule 13F-NT filed with the Securities and Exchange Commission by Manulife Financial Corporation on January 29, 2018.

Page 7 of 8

EXHIBIT A

JOINT FILING AGREEMENT

Manulife Financial Corporation, Manulife Investment Management (US) LLC and Manulife Investment Management Limited agree that the Schedule 13G to which this Agreement is attached, relating to the Common Stock of Five Point Holdings LLC., is filed on behalf of each of them.

Manulife Financial Corporation
 
By: /s/ Susie Rafael
Name:      Susie Rafael
Dated: January 24, 2020 Title: Agent*
 
Manulife Investment Management (US) LLC
 
By: /s/ Paul Donahue
Name: Paul Donahue
Dated: January 27, 2020 Title: Chief Compliance Officer
 
Manulife Investment Management Limited
 
By: /s/ Christopher Walker
Name: Christopher Walker
Dated: January 22, 2020 Title: Chief Compliance Officer

* Signed pursuant to a Power of Attorney dated January 17, 2018 included as Exhibit A to Schedule 13F-NT filed with the Securities and Exchange Commission by Manulife Financial Corporation on January 29, 2018.

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