Sec Form 4 Filing - Haddad Emile @ Five Point Holdings, LLC - 2019-01-15

Insider filing report for Changes in Beneficial Ownership
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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
Haddad Emile
2. Issuer Name and Ticker or Trading Symbol
Five Point Holdings, LLC [ NYSE: FPH]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
See Remarks
(Last) (First) (Middle)
C/O FIVE POINT HOLDINGS, LLC, 15131 ALTON PARKWAY, 4TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
01/15/2019
(Street)
IRVINE, CA92618
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 01/15/2019 A 411,182 ( 1 ) A $ 0 999,854 D
Class A common shares 01/15/2019 M 283,098 A 1,282,952 D
Class A common shares 01/15/2019 F 171,892 D $ 7.6 1,111,060 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
Restricted share units ( 2 ) 01/15/2019 M 283,098 ( 3 ) ( 3 ) Class A common shares 283,098 $ 0 283,099 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Haddad Emile
C/O FIVE POINT HOLDINGS, LLC
15131 ALTON PARKWAY, 4TH FLOOR
IRVINE, CA92618
X See Remarks
Signatures
/s/ Mike Alvarado, as attorney-in-fact 01/17/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Includes 164,473 Class A common shares subject to certain restrictions upon transfer and rights of forfeiture that will lapse based on continued service, and a total of 246,709 Class A common shares subject to certain restrictions upon transfer and rights of forfeiture and restricted share units that will be settled in an equal number of Class A common shares, in each case contingent on the Class A common shares satisfying certain price targets.
( 2 )Each restricted share unit is a contingent right to receive one Class A common share.
( 3 )On August 1, 2016, the reporting person was granted such restricted share units pursuant to the Five Point Holdings, LLC 2016 Incentive Award Plan. Such restricted share units have vested. 283,098 restricted share units were settled on January 15, 2019. The remaining 283,099 unsettled restricted share units will settle on a one-for-one basis in Class A common shares or cash, at the option of Five Point Holdings, LLC, on January 15, 2020.

Remarks:
Chairman, President and Chief Executive Officer

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