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
                      

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/YYYY)

12/27/2019
(Street)

IRVINE, CA 92618
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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  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)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Jochim Lynn
C/O FIVE POINT HOLDINGS, LLC
15131 ALTON PARKWAY, 4TH FLOOR
IRVINE, CA 92618


See Remarks

Signatures
/s/ Michael Alvarado, as attorney-in-fact12/31/2019
**Signature of Reporting PersonDate

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