Sec Form 4 Filing - CASTLELAKE L.P. @ Five Point Holdings, LLC - 2017-05-15

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

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person CASTLELAKE L.P. 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 X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 4600 WELLS FARGO CENTER,, 90 SOUTH 7TH STREET 3. Date of Earliest Transaction (MM/DD/YY) 05/15/2017 (Street) MINNEAPOLIS, MN55402 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price Class A Common Shares 05/15/2017 P 1,785,714 A $ 14 5,696,572 I See footnotes ( 1 ) ( 2 ) ( 3 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other CASTLELAKE L.P. 4600 WELLS FARGO CENTER, 90 SOUTH 7TH STREET MINNEAPOLIS, MN55402 X Castlelake III GP, L.P. 4600 WELLS FARGO CENTER, 90 SOUTH 7TH STREET MINNEAPOLIS, MN55402 X O'Neill Rory 4600 WELLS FARGO CENTER, 90 SOUTH 7TH STREET MINNEAPOLIS, MN55402 X Signatures CASTLELAKE, L.P., By: /s/ Kevin Hinkler, Vice President 05/16/2017 Signature of Reporting Person Date CASTLELAKE III GP, L.P., By: /s/ Kevin Hinkler, Vice President 05/16/2017 Signature of Reporting Person Date /s/ RORY O'NEILL 05/16/2017 Signature of Reporting Person Date

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), HFET Opportunities, LLC ("HFET") Castlelake II, L.P. ("Castlelake II") Castlelake II Opportunities, L.P. ("Opportunities II") and Castlelake III, L.P. ("Castlelake III"). 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, HPSCP, Castlelake II and Opportunities II, the "Castlelake II Fund Entities") is the general partner of TCSII REO, HPSCP, Castlelake II and Opportunities II and in such capacity may be deemed to share beneficial ownership of the securities held by such entities. Castlelake III GP, L.P. ("Castlelake III GP" and, together with HFET and Castlelake III, the "Castlelake III Fund Entities"), is the managing member of HFET and the general partner of Castlelake III, and in such capacities may be deemed to share beneficial ownership of the securities held by HFET and Castlelake III. ( 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.

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 4.

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).

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