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 *

Alvarado Michael
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)

1/15/2020
(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 1/15/2020  A  92707 (1)A$0.00 544201 D  
Class A common shares 1/15/2020  M  59822 A (2)604023 D  
Class A common shares 1/15/2020  F  75542 D$8.09 528481 D  
Class A common shares         55070 I By trust (3)

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
Restricted share units  (2)1/15/2020  M     59822   (4) (4)Class A common shares 59822 $0.00 0 D  

Explanation of Responses:
(1) Includes 92,707 Class A common shares subject to certain restrictions upon transfer and rights of forfeiture that will lapse based on continued service.
(2) Each restricted share unit is a contingent right to receive one Class A common share.
(3) The Class A common shares of the Company are owned by The Michael A. and Julie S. Alvarado Family Trust created u/t/d dated July 9, 2002, of which Mr. Alvarado serves as the sole trustee.
(4) On June 1, 2016, the reporting person was granted such restricted share units pursuant to the Five Point Holdings, LLC 2016 Incentive Award Plan. Such restricted share units have vested. 59,822 restricted share units were settled on a one-for-one basis in Class A common shares on January 15, 2020.

Remarks:
Chief Legal Officer, Vice President and Secretary

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Alvarado Michael
C/O FIVE POINT HOLDINGS, LLC
15131 ALTON PARKWAY, 4TH FLOOR
IRVINE, CA 92618


See Remarks

Signatures
/s/ Michael Alvarado1/17/2020
**Signature of Reporting PersonDate

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