Sec Form 4 Filing - Alvarado Michael @ Five Point Holdings, LLC - 2019-12-13

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 Alvarado Michael 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) See Remarks (Last) (First) (Middle) C/O FIVE POINT HOLDINGS, LLC, 15131 ALTON PARKWAY, 4TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 12/13/2019 (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 12/13/2019 M 16,676 A 55,065 I By trust ( 2 ) Class A common shares 12/13/2019 M 5 A 55,070 I By trust ( 2 ) Class A common shares 451,494 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 Class Aunits ofFive PointOperatingCompany,LP ( 1 ) 12/13/2019 M 16,676 ( 1 ) ( 1 ) Class A common shares 16,676 ( 1 ) 0 I By trust ( 2 ) Class Bcommonshares ( 3 ) 12/13/2019 M 16,676 ( 3 ) ( 3 ) Class A common shares 5 ( 3 ) 0 I By trust ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Alvarado Michael C/O FIVE POINT HOLDINGS, LLC 15131 ALTON PARKWAY, 4TH FLOOR IRVINE, CA92618 See Remarks Signatures /s/ Michael Alvarado 12/17/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )In accordance with the Limited Partnership Agreement of Five Point Operating Company, LP (the "Operating Company"), after May 2, 2017, the holder may tender such Class A units of the Operating Company for redemption, and will receive in exchange therefor one Class A common share of Five Point Holdings, LLC (the"Company") or cash, at the option of the Company. ( 2 )The Class A common shares and Class B common shares of the Company and Class A units of the Operating Company are owned by The Michael A. and Julie S. Alvarado Family Trust created u/t/d dated July 9, 2002, of which Mr. Alvarado serves as the sole trustee. ( 3 )Mr. Alvarado holds 16,676 Class B common shares. Each Class B common share was issued with a Class A unit of the Operating Company. If the holder tenders any Class A units of the Operating Company for redemption, then an equal number of Class B common shares will automatically convert into Class A common shares of the Company. Also, if the holder attempts to transfer any Class B common shares to anyone other than certain permitted transferees, then such Class B common shares will automatically convert into Class A common shares of the Company. In either case, the conversion ratio is 0.0003 Class A common shares for each Class B common share.

Remarks: Chief Legal Officer, Vice President and Secretary

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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