X0206 3 2017-05-09 0 0001574197 Five Point Holdings, LLC FPH 0001704530 TCO Fund, L.P. 4600 WELLS FARGO CENTER, 90 SOUTH 7TH STREET MINNEAPOLIS MN 55402 0 0 1 0 0001704526 TCO Investors, L.P. 4600 WELLS FARGO CENTER, 90 SOUTH 7TH STREET MINNEAPOLIS MN 55402 0 0 1 0 0001704521 TCO Fund GP, L.P. 4600 WELLS FARGO CENTER, 90 SOUTH 7TH STREET MINNEAPOLIS MN 55402 0 0 1 0 0001704584 Castlelake I, L.P. 4600 WELLS FARGO CENTER, 90 SOUTH 7TH STREET MINNEAPOLIS MN 55402 0 0 1 0 0001704544 TCS Diamond Solutions, LLC 4600 WELLS FARGO CENTER, 90 SOUTH 7TH STREET MINNEAPOLIS MN 55402 0 0 1 0 0001704583 Castlelake I GP, L.P. 4600 WELLS FARGO CENTER, 90 SOUTH 7TH STREET MINNEAPOLIS MN 55402 0 0 1 0 0001704551 TCS II REO USA, LLC 4600 WELLS FARGO CENTER, 90 SOUTH 7TH STREET MINNEAPOLIS MN 55402 0 0 1 0 0001704520 HPSCP Opportunities, L.P. 4600 WELLS FARGO CENTER, 90 SOUTH 7TH STREET MINNEAPOLIS MN 55402 0 0 1 0 0001704499 Castlelake II GP, L.P. 4600 WELLS FARGO CENTER, 90 SOUTH 7TH STREET MINNEAPOLIS MN 55402 0 0 1 0 0001704511 HFET Opportunities, LLC 4600 WELLS FARGO CENTER, 90 SOUTH 7TH STREET MINNEAPOLIS MN 55402 0 0 1 0 Class A Common Shares 3910858 I See footnotes Class B Common Shares 18932182 I See footnotes Operating Company Class A Units Class A Common Shares 7101625 I See footnotes San Francisco Venture Class A Units Operating Company Class A Units 11830557 I See footnotes 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. 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. 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. 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. 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. 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. Due to the limitations of the Securities and Exchange Commission's electronic filing system, Castlelake III GP, L.P., Castlelake L.P. and Mr. O'Neill are filing a separate Form 3. TCO FUND, L.P., By: TCO Fund GP, L.P., its general partner, By: /s/ Kevin Hinkler, Vice President 2017-05-09 TCO INVESTORS, L.P., By: TCO Fund GP, L.P., its general partner, By: /s/ Kevin Hiniker, Vice President 2017-05-09 TCO FUND GP, L.P., By: /s/ Kevin Hiniker, Vice President 2017-05-09 CASTLELAKE I, L.P., By: Castlelake I GP, L.P., its general partner, By: /s/ Kevin Hiniker, Vice President 2017-05-09 TCS DIAMOND SOLUTIONS, LLC, By: Castlelake I GP, L.P., its managing member, By: /s/ Kevin Hiniker, Vice President 2017-05-09 CASTLELAKE I GP, L.P., By: /s/ Kevin Hiniker, Vice President 2017-05-09 TCS II REO USA, LLC, By: Castlelake II GP, L.P., its managing member, By: /s/ Kevin Hiniker, Vice President 2017-05-09 HPSCP OPPORTUNITIES, L.P., By: Castlelake II GP, L.P., its general partner, By: /s/ Kevin Hiniker, Vice President 2017-05-09 CASTLELAKE II GP, L.P., By: /s/ Kevin Hiniker, Vice President 2017-05-09 HFET OPPORTUNITIES, LLC, By: HFET REO USA, LLC, its sole member, By: Castlelake III GP, L.P., its managing member, By: /s/ Kevin Hiniker, Vice President 2017-05-09