Sec Form 4 Filing - Haddad Emile @ Five Point Holdings, LLC - 2020-12-21

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.

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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 *
Haddad Emile
2. Issuer Name and Ticker or Trading Symbol
Five Point Holdings, LLC [ FPH]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ 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)
12/21/2020
(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
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 A units of Five Point Operating Company, LP ( 1 ) 12/21/2020 G( 2 ) V 0 ( 1 ) ( 1 ) Class A common shares 3,137,134 ( 1 ) 3,137,134 I By Doni, Inc. ( 3 )
Class B common shares ( 4 ) 12/21/2020 G( 2 ) V 0 ( 4 ) ( 4 ) Class A common shares 941 ( 4 ) 3,137,134 I By Doni, Inc. ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Haddad Emile
C/O FIVE POINT HOLDINGS, LLC
15131 ALTON PARKWAY, 4TH FLOOR
IRVINE, CA92618
X See Remarks
Signatures
/s/ Michael Alvarado, as attorney-in-fact 12/23/2020
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )Under the Limited Partnership Agreement of Five Point Operating Company, LP (the "Operating Company"), holders of Class A units of the Operating Company may exchange their Class A units for Class A common shares of the Issuer on a one-for-one basis or for cash, at the option of the Issuer.
( 2 )On December 21, 2020, Mr. Haddad gifted, for estate planning purposes, non-voting shares in Doni, Inc. to family members. Doni, Inc. is controlled by Mr. Haddad's family trust, of which Mr. Haddad and his wife serve as co-trustees.
( 3 )On the basis of Mr. Haddad's relationship with Doni, Inc., he may be deemed to beneficially own the Class A units of the Operating Company and Class B common shares of the Issuer held by Doni, Inc. Mr. Haddad disclaims beneficial ownership of these units and shares except to the extent of his pecuniary interest therein.
( 4 )If the holder of Class A units of the Operating Company tenders any such units for redemption, then an equal number of Class B common shares will convert into Class A common shares of the Issuer. In addition, if the holder of Class B common shares attempts to transfer any such shares to anyone other than certain permitted transferees, then such Class B common shares will automatically convert into Class A common shares of the Issuer. In either case, the conversion ratio is 0.0003 Class A common shares for each Class B common share. No redemptions or conversions occurred in connection with the transactions disclosed herein.

Remarks:
Chairman, President and Chief Executive 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).

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