Sec Form 4 Filing - Jochim Lynn @ 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 Jochim Lynn 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) Executive Vice President (Last) (First) (Middle) C/O FIVE POINT HOLDINGS, LLC, 25 ENTERPRISE, SUITE 300 3. Date of Earliest Transaction (MM/DD/YY) 05/15/2017 (Street) ALISO VIEJO, CA92656 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 10,000 A $ 14 34,389 I By trust ( 1 ) Class A common shares 05/15/2017 P 10,000 A $ 14 10,000 I By trust ( 2 ) Class A common shares 43,282 ( 3 ) 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 (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 Jochim Lynn C/O FIVE POINT HOLDINGS, LLC 25 ENTERPRISE, SUITE 300 ALISO VIEJO, CA92656 Executive Vice President Signatures /s/ Michael Alvarado, as attorney-in-fact 05/15/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The 24,389 Class A common shares of Five Point Holdings, LLC (the "Company") are owned by The 2002 Jochim Family Trust UAD 05/15/02. ( 2 )The 10,000 Class A common shares of the Company are owned by The Edward J Jochim By-Pass Trust UAD 03/01/84. The Reporting Person disclaims beneficial ownership of the shares owned by her spouse, David Jochim, except to the extent of her pecuniary interest therein. ( 3 )These restricted shares 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 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.

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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