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Sec Form 4 Filing - Luxor Capital Group LP @ Five Point Holdings LLC - 2020-03-16

  1. About Form 4 Filing: Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security. The initial filing is on Form 3 and changes are reported on Form 4. The Annual Statement of beneficial ownership of securities is on Form 5. The forms contain information on the reporting person's relationship to the company and on purchases and sales of such equity securities.
  2. Form 4 is stored in SEC's EDGAR database. EDGAR is Electronic Data Gathering, Analysis and Retrieval System. It is a registered trademark of the SEC.

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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 *
Luxor Capital Group, LP
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)
1114 AVENUE OF THE AMERICAS, 28TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
03/16/2020
(Street)
NEW YORK, NY10036
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 ( 1 ) ( 2 ) 03/16/2020 P 10,044 A $ 4.557 555,239 I ( 6 ) By: Qena Capital Partners Offshore Master Fund, LP
Class A Common Shares, no par value ( 1 ) ( 2 ) 03/16/2020 P 1,204 A $ 4.5823 556,443 I ( 6 ) By: Qena Capital Partners Offshore Master Fund, LP
Class A Common Shares, no par value ( 1 ) ( 2 ) 03/17/2020 P 3,480 A $ 4.5084 559,923 I ( 6 ) By: Qena Capital Partners Offshore Master Fund, LP
Class A Common Shares, no par value ( 1 ) ( 2 ) 03/17/2020 P 1,926 A $ 4.5211 561,849 I ( 6 ) By: Qena Capital Partners Offshore Master Fund, LP
Class A Common Shares, no par value ( 1 ) ( 2 ) 03/18/2020 P 5,616 A $ 4.1705 567,465 I ( 6 ) By: Qena Capital Partners Offshore Master Fund, LP
Class A Common Shares, no par value ( 1 ) ( 2 ) 03/18/2020 P 86,788 A $ 4.1647 654,253 I ( 6 ) By: Qena Capital Partners Offshore Master Fund, LP
Class A Common Shares, no par value ( 1 ) ( 2 ) 03/18/2020 P 1,615 A $ 3.8232 655,868 I ( 6 ) By: Qena Capital Partners Offshore Master Fund, LP
Class A Common Shares, no par value ( 1 ) ( 2 ) 03/16/2020 P 89,956 A $ 4.557 89,956 I ( 7 ) By: Thebes Offshore Master Fund, LP
Class A Common Shares, no par value ( 1 ) ( 2 ) 03/16/2020 P 10,780 A $ 4.5823 100,736 I ( 7 ) By: Thebes Offshore Master Fund, LP
Class A Common Shares, no par value ( 1 ) ( 2 ) 03/17/2020 P 31,167 A $ 4.5084 131,903 I ( 7 ) By: Thebes Offshore Master Fund, LP
Class A Common Shares, no par value ( 1 ) ( 2 ) 03/17/2020 P 17,247 A $ 4.5211 149,150 I ( 7 ) By: Thebes Offshore Master Fund, LP
Class A Common Shares, no par value ( 1 ) ( 2 ) 03/18/2020 P 50,298 A $ 4.1705 199,448 I ( 7 ) By: Thebes Offshore Master Fund, LP
Class A Common Shares, no par value ( 1 ) ( 2 ) 03/18/2020 P 777,339 A $ 4.1647 976,787 I ( 7 ) By: Thebes Offshore Master Fund, LP
Class A Common Shares, no par value ( 1 ) ( 2 ) 03/18/2020 P 30,671 A $ 3.8232 4,034,557 I ( 3 ) By: Luxor Capital Partners, LP
Class A Common Shares, no par value ( 1 ) ( 2 ) 03/18/2020 P 8,251 A $ 3.8232 1,067,888 I ( 4 ) By: Luxor Wavefront, LP
Class A Common Shares, no par value ( 1 ) ( 2 ) 03/18/2020 P 8,268 A $ 3.8232 2,724,204 I ( 5 ) By: Luxor Capital Partners Offshore Master Fund, LP
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
Luxor Capital Group, LP
1114 AVENUE OF THE AMERICAS
28TH FLOOR
NEW YORK, NY10036
X
LUXOR CAPITAL PARTNERS OFFSHORE LTD
C/O MAPLES CORPORATE SERVICES LTD.
PO BOX 309, UGLAND HOUSE
GEORGE TOWN, E9KY1-1104
X
Luxor Capital Partners, LP
1114 AVENUE OF THE AMERICAS
28TH FLOOR
NEW YORK, NY10036
X
Luxor Wavefront, LP
1114 AVENUE OF THE AMERICAS
28TH FLOOR
NEW YORK, NY10036
X
LCG HOLDINGS LLC
1114 AVENUE OF THE AMERICAS
28TH FLOOR
NEW YORK, NY10036
X
Thebes Partners, LP
1114 AVENUE OF THE AMERICAS
28TH FLOOR
NEW YORK, NY10036
X
Signatures
LUXOR CAPITAL GROUP, LPBy: Luxor Management, LLCGeneral PartnerBy: /s/ Norris NissimName: Norris NissimTitle: General Counsel 03/18/2020
** Signature of Reporting Person Date
LUXOR CAPITAL PARTNERS OFFSHORE, LTD.By: Luxor Capital Group, LPInvestment ManagerBy: /s/ Norris NissimName: Norris NissimTitle: General Counsel 03/18/2020
** Signature of Reporting Person Date
LUXOR CAPITAL PARTNERS, LPBy: LCG Holdings, LLCGeneral PartnerBy: /s/ Norris NissimName: Norris NissimTitle: General Counsel 03/18/2020
** Signature of Reporting Person Date
LUXOR WAVEFRONT, LPBy: LCG Holdings, LLCGeneral PartnerBy: /s/ Norris NissimName: Norris NissimTitle: General Counsel 03/18/2020
** Signature of Reporting Person Date
LCG HOLDINGS, LLCBy: /s/ Norris NissimName: Norris NissimTitle: General Counsel 03/18/2020
** Signature of Reporting Person Date
THEBES PARTNERS, LPLCG Holdings, LLCGeneral PartnerBy: /s/ Norris NissimName: Norris NissimTitle: General Counsel 03/18/2020
** Signature of Reporting Person Date
LUXOR MANAGEMENT, LLCBy: /s/ Norris NissimName: Norris NissimTitle: General Counsel 03/18/2020
** Signature of Reporting Person Date
By: /s/ Norris NissimName: Norris Nissim as Agent for Christian Leone 03/18/2020
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )This Form 4 is filed jointly by Luxor Capital Group, LP ("Luxor Capital Group"), Luxor Capital Partners, LP ("Onshore Fund"), Luxor Capital Partners Offshore, Ltd. ("Offshore Feeder Fund"), Luxor Wavefront, LP ("Wavefront Fund"), Thebes Partners, LP ("Thebes Feeder Fund"), LCG Holdings, LLC ("LCG Holdings"), Luxor Management, LLC ("Luxor Management") and Christian Leone (collectively, the "Reporting Persons").
( 2 )Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that may be deemed to collectively beneficially own more than 10% of the Issuer's outstanding shares of Common Stock. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. The filing of this Form 4 shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer he or it does not directly own.
( 3 )Securities owned directly by Onshore Fund. Each of LCG Holdings and Luxor Capital Group, as the general partner and investment manager, respectively, of Onshore Fund, may be deemed to beneficially own the securities owned directly by Onshore Fund. Luxor Management, as the general partner of Luxor Capital Group, and Christian Leone, as the managing member of each of LCG Holdings and Luxor Management, may be deemed to beneficially own the securities owned directly by Onshore Fund.
( 4 )Securities owned directly by Wavefront Fund. Each of LCG Holdings and Luxor Capital Group, as the general partner and investment manager, respectively, of Wavefront Fund, may be deemed to beneficially own the securities owned directly by Wavefront Fund. Luxor Management, as the general partner of Luxor Capital Group, and Christian Leone, as the managing member of each of LCG Holdings and Luxor Management, may be deemed to beneficially own the securities owned directly by Wavefront Fund.
( 5 )Securities owned directly by Luxor Capital Partners Offshore Master Fund, LP ("Offshore Master Fund"). Offshore Feeder Fund, as the owner of a controlling interest in Offshore Master Fund, may be deemed to beneficially own the securities owned directly by Offshore Master Fund. Each of LCG Holdings and Luxor Capital Group, as the general partner and investment manager, respectively, of Offshore Master Fund, may be deemed to beneficially own the securities owned directly by Offshore Master Fund. Luxor Management, as the general partner of Luxor Capital Group, and Christian Leone, as the managing member of each of LCG Holdings and Luxor Management, may be deemed to beneficially own the securities owned directly by Offshore Master Fund.
( 6 )Securities owned directly by Qena Capital Partners Offshore Master Fund, LP ("Qena Master Fund"). Each of LCG Holdings and Luxor Capital Group, as the general partner and investment manager, respectively of Qena Master Fund, may be deemed to beneficially own the securities owned directly by Qena Master Fund. Luxor Management, as the general partner of Luxor Capital Group, and Christian Leone, as the managing member of each of LCG Holdings and Luxor Management, may be deemed to beneficially own the securities owned directly by Qena Master Fund.
( 7 )Securities owned directly by Thebes Offshore Master Fund, LP ("Thebes Master Fund"). Thebes Feeder Fund, the owner of a controlling interest in, and together with a minority investor, the owner of 100% of the interests in Thebes Master Fund, may be deemed to beneficially own the securities owned directly by Thebes Master Fund. Each of LCG Holdings and Luxor Capital Group, as the general partner and investment manager, respectively, of Thebes Master Fund, may be deemed to beneficially own the securities owned directly by Thebes Master Fund. Luxor Management, as the general partner of Luxor Capital Group, and Christian Leone, as the managing member of each of LCG Holdings and Luxor Management, may be deemed to beneficially own the securities owned directly by Thebes Master Fund.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.