Sec Form 4 Filing - Jochim Lynn @ Five Point Holdings, LLC - 2019-12-27

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Jochim Lynn 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) 12/27/2019 (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 12/27/2019 M 16,676 A 61,065 I By trust ( 2 ) Class A common shares 12/27/2019 M 5 A 61,070 I By trust ( 2 ) Class A common shares 448,621 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) Da te Exercisable Expiration Date Title Amount or Number of Shares Class A units of Five Point Operating Company, LP ( 1 ) 12/27/2019 M 16,676 ( 1 ) ( 1 ) Class A common shares 16,676 ( 1 ) 0 I By trust ( 2 ) Class B common shares ( 3 ) 12/27/2019 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 Jochim Lynn C/O FIVE POINT HOLDINGS, LLC 15131 ALTON PARKWAY, 4TH FLOOR IRVINE, CA92618 See Remarks Signatures /s/ Michael Alvarado, as attorney-in-fact 12/31/2019 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 the Five Point Holdings, LLC (the "Company") or cash, at the option of the Company. ( 2 )51,070 Class A common shares of the Company, as well as the Class B common shares of the Company and the Class A units of the Operating Company disclosed herein, are owned by The 2002 Jochim Family Trust UAD 05/15/02, and 10,000 Class A common shares of the Company are owned by The Edward J Jochim By-Pass Trust UAD 03/01/84. The reporting person disclaims beneficial ownership of the shares owned by her spouse, David Jochim, except to the extent of her pecuniary interest therein. ( 3 )Ms. Jochim 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: Co-Chief Operating Officer

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.