Sec Form 4 Filing - Anchorage Capital Group, L.L.C. @ Five Point Holdings, LLC - 2019-05-09

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
Anchorage Capital Group, L.L.C.
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)
610 BROADWAY, 6TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
05/09/2019
(Street)
NEW YORK, NY10012
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, no par value 05/09/2019 S 2,149,823 D $ 7.95 4,485,804 I ( 1 ) ( 2 ) By ACMO REL Holdings, L.L.C.
Class A Common Shares, no par value 05/09/2019 S 1,050,177 D $ 7.95 2,191,292 I ( 1 ) ( 2 ) By Anchorage Capital Partners, L.P.
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
Anchorage Capital Group, L.L.C.
610 BROADWAY
6TH FLOOR
NEW YORK, NY10012
X
Anchorage Advisors Management, LLC
610 BROADWAY
6TH FLOOR
NEW YORK, NY10012
X
Ulrich Kevin Michael
610 BROADWAY
6TH FLOOR
NEW YORK, NY10022
X
Anchorage Capital Master Offshore, Ltd
610 BROADWAY
6TH FLOOR
NEW YORK, NY10012
X
Signatures
Anchorage Capital Group, L.L.C., By: /s/ Kevin M. Ulrich, Chief Executive Officer 05/13/2019
Signature of Reporting Person Date
Anchorage Advisors Management, L.L.C., By: /s/ Kevin M. Ulrich, Senior Managing Member 05/13/2019
Signature of Reporting Person Date
/s/ Kevin M. Ulrich 05/13/2019
Signature of Reporting Person Date
ACMO REL Holdings, L.L.C., By: Anchorage Capital Group, L.L.C., its investment manager, By: /s/ Natalie Birrell, Chief Operating Officer 05/13/2019
Signature of Reporting Person Date
Anchorage Capital Partners, L.P., By: Anchorage Capital Group, L.L.C., its investment manager, By: /s/ Natalie Birrell, Chief Operating Officer 05/13/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Anchorage Advisors Management, L.L.C. is the sole managing member of Anchorage Capital Group, L.L.C., the investment advisor to each of ACMO REL Holdings, L.L.C. and Anchorage Capital Partners, L.P. Mr. Ulrich is the Chief Executive Officer of Anchorage Capital Group, L.L.C. and the senior managing member of Anchorage Advisors Management, L.L.C.
( 2 )Each reporting person disclaims beneficial ownership of the reported securities except to the extent, if any, of its or his pecuniary interest therein, and this report shall not be deemed an admission that such reporting person is the beneficial owner of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

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).
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