Statement of Changes in Beneficial Ownership (4)
December 31 2019 - 4:03PM
Edgar (US Regulatory)
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 OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Jochim Lynn |
2. Issuer Name and Ticker or Trading Symbol
Five Point Holdings, LLC
[
FPH
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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/YYYY)
12/27/2019 |
(Street)
IRVINE, CA 92618
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class A common shares | 12/27/2019 | | M | | 16676 | A | (1) | 61065 | I | By trust (2) |
Class A common shares | 12/27/2019 | | M | | 5 | A | (3) | 61070 | I | By trust (2) |
Class A common shares | | | | | | | | 448621 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 7. Title and Amount of Securities Underlying Derivative Security (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) | 12/27/2019 | | M | | | 16676 | (1) | (1) | Class A common shares | 16676 | (1) | 0 | I | By trust (2) |
Class B common shares | (3) | 12/27/2019 | | M | | | 16676 | (3) | (3) | Class A common shares | 5 | (3) | 0 | I | By trust (2) |
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 |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Jochim Lynn C/O FIVE POINT HOLDINGS, LLC 15131 ALTON PARKWAY, 4TH FLOOR IRVINE, CA 92618 |
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| See Remarks |
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Signatures
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/s/ Michael Alvarado, as attorney-in-fact | | 12/31/2019 |
**Signature of Reporting Person | Date |
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