Sec Form 4 Filing - Luxor Capital Group, LP @ Five Point Holdings, LLC - 2023-12-22

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) 7 TIMES SQUARE, 43RD FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 12/22/2023 (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 ) 12/22/2023 S 764,112 D $ 2.7001 5,436,283 I ( 3 ) By: Luxor Capital Partners, LP Class A Common Shares, no par value ( 1 ) ( 2 ) 12/22/2023 S 8,022 D $ 2.8369 5,428,261 I ( 3 ) By: Luxor Capital Partners, LP Class A Common Shares, no par value ( 1 ) ( 2 ) 12/26/2023 S 984 D $ 3.1806 5,427,277 I ( 3 ) By: Luxor Capital Partners, LP Class A Common Shares, no par value ( 1 ) ( 2 ) 12/27/2023 S 16,489 D $ 3.1879 5,410,788 I ( 3 ) By: Luxor Capital Partners, LP Class A Common Shares, no par value ( 1 ) ( 2 ) 12/22/2023 S 195,630 D $ 2.7001 1,391,804 I ( 4 ) By: Luxor Wavefront, LP Class A Common Shares, no par value ( 1 ) ( 2 ) 12/22/2023 S 2,054 D $ 2.8369 1,389,750 I ( 4 ) By: Luxor Wavefront, LP Class A Common Shares, no par value ( 1 ) ( 2 ) 12/26/2023 S 252 D $ 3.1806 1,389,498 I ( 4 ) By: Luxor Wavefront, LP Class A Common Shares, no par value ( 1 ) ( 2 ) 12/27/2023 S 4,222 D $ 3.1879 1,385,276 I ( 4 ) By: Luxor Wavefront, LP Class A Common Shares, no par value ( 1 ) ( 2 ) 12/22/2023 S 418,531 D $ 2.7001 2,977,644 I ( 5 ) By: Luxor Capital Partners Offshore Master Fund, LP Class A Common Shares, no par value ( 1 ) ( 2 ) 12/22/2023 S 4,393 D $ 2.8369 2,973,251 I ( 5 ) By: Luxor Capital Partners Offshore Master Fund, LP Class A Common Shares, no par value ( 1 ) ( 2 ) 12/26/2023 S 539 D $ 3.1806 2,972,712 I ( 5 ) By: Luxor Capital Partners Offshore Master Fund, LP Class A Common Shares, no par value ( 1 ) ( 2 ) 12/27/2023 S 9,032 D $ 3.1879 2,963,680 I ( 5 ) By: Luxor Capital Partners Offshore Master Fund, LP Class A Common Shares, no par value ( 1 ) ( 2 ) 12/22/2023 S 113,578 D $ 2.7001 808,050 I ( 6 ) By: Thebes Offshore Master Fund, LP Class A Common Shares, no par value ( 1 ) ( 2 ) 12/22/2023 S 1,192 D $ 2.8369 806,858 I ( 6 ) By: Thebes Offshore Master Fund, LP Class A Common Shares, no par value ( 1 ) ( 2 ) 12/26/2023 S 146 D $ 3.1806 806,712 I ( 6 ) By: Thebes Offshore Master Fund, LP Class A Common Shares, no par value ( 1 ) ( 2 ) 12/27/2023 S 2,451 D $ 3.1879 804,261 I ( 6 ) By: Thebes Offshore Master Fund, LP Class A Common Shares, no par value ( 1 ) ( 2 ) 12/22/2023 S 8,149 D $ 2.7001 57,977 I ( 7 ) By: Luxor Capital Partners Long Offshore Master Fund, LP Class A Common Shares, no par value ( 1 ) ( 2 ) 12/22/2023 S 86 D $ 2.8369 57,891 I ( 7 ) By: Luxor Capital Partners Long Offshore Master Fund, LP Class A Common Shares, no par value ( 1 ) ( 2 ) 12/26/2023 S 10 D $ 3.1806 57,881 I ( 7 ) By: Luxor Capital Partners Long Offshore Master Fund, LP Class A Common Shares, no par value ( 1 ) ( 2 ) 12/27/2023 S 176 D $ 3.1879 57,705 I ( 7 ) By: Luxor Capital Partners Long 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 7 TIMES SQUARE 43RD FLOOR NEW YORK, NY10036 X LCG HOLDINGS LLC 7 TIMES SQUARE 43RD FLOOR NEW YORK, NY10036 X Luxor Capital Partners Long Offshore, Ltd. C/O MAPLES CORPORATE SERVICES LIMITED P.O. BOX 309, UGLAND HOUSE GRAND CAYMAN, E9KY1-1104 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 7 TIMES SQUARE 43RD FLOOR NEW YORK, NY10036 X Luxor Wavefront, LP 7 TIMES SQUARE 43RD FLOOR NEW YORK, NY10036 X Signatures LUXOR CAPITAL PARTNERS, LPBy: LCG Holdings, LLCGeneral PartnerBy: /s/ Norris NissimName: Norris NissimTitle: General Counsel 12/27/2023 Signature of Reporting Person Date LUXOR WAVEFRONT, LPBy: LCG Holdings, LLCGeneral PartnerBy: /s/ Norris NissimName: Norris NissimTitle: General Counsel 12/27/2023 Signature of Reporting Person Date LUXOR CAPITAL PARTNERS OFFSHORE, LTD.By: Luxor Capital Group, LPInvestment ManagerBy: /s/ Norris NissimName: Norris NissimTitle: General Counsel 12/27/2023 Signature of Reporting Person Date LUXOR CAPITAL PARTNERS LONG OFFSHORE, LTD.By: Luxor Capital Group, LPInvestment ManagerBy: /s/ Norris NissimName: Norris NissimTitle: General Counsel 12/27/2023 Signature of Reporting Person Date LUXOR CAPITAL GROUP, LPBy: Luxor Management, LLCGeneral PartnerBy: /s/ Norris NissimName: Norris NissimTitle: General Counsel 12/27/2023 Signature of Reporting Person Date LCG HOLDINGS, LLCBy: /s/ Norris NissimName: Norris NissimTitle: General Counsel 12/27/2023 Signature of Reporting Person Date LUXOR MANAGEMENT, LLCBy: /s/ Norris NissimName: Norris NissimTitle: General Counsel 12/27/2023 Signature of Reporting Person Date By: /s/ Norris NissimName: Norris Nissim as Agent for Christian Leone 12/27/2023 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"), Luxor Capital Partners Long Offshore, Ltd. (the "Long Offshore 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 Thebes Offshore Master Fund, LP ("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. ( 7 )Securities owned directly by Luxor Capital Partners Long Offshore Master Fund, LP ("Long Offshore Master Fund"). Long Offshore Feeder Fund, as the owner of a controlling interest in Long Offshore Master Fund, may be deemed to beneficially own the securities owned directly by Long Offshore Master Fund. Each of LCG Holdings and Luxor Capital Group, as the general partner and investment manager, respectively, of Long Offshore Master Fund, may be deemed to beneficially own the securities owned directly by Long 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 Long Offshore Master Fund. Long Offshore Master Fund disclaims beneficial ownership of these securities for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended.

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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