Statement of Changes in Beneficial Ownership (4)
April 17 2020 - 5:41PM
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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3235-0287
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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
*
Luxor Capital Group, LP |
2. Issuer Name and Ticker or Trading Symbol
Five Point Holdings, LLC
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FPH
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
1114 AVENUE OF THE AMERICAS, 28TH FLOOR |
3. Date of Earliest Transaction
(MM/DD/YYYY)
4/15/2020 |
(Street)
NEW YORK, NY 10036
(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)
___ Form filed by One Reporting Person
_
X
_ 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, no par value (1)(2) | 4/15/2020 | | P | | 254466 | A | $4.55 | 5711255 | I (3) | By: Luxor Capital Partners, LP |
Class A Common Shares, no par value (1)(2) | 4/15/2020 | | P | | 67089 | A | $4.55 | 1518016 | I (4) | By: Luxor Wavefront, LP |
Class A Common Shares, no par value (1)(2) | 4/15/2020 | | P | | 171045 | A | $4.55 | 3280845 | I (5) | By: Luxor Capital Partners Offshore Master Fund, LP |
Class A Common Shares, no par value (1)(2) | | | | | | | | 1340483 | I (6) | By: Qena Capital Partners Offshore Master Fund, LP |
Class A Common Shares, no par value (1)(2) | | | | | | | | 976787 | I (7) | By: Thebes Offshore Master Fund, LP |
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 |
Explanation of Responses: |
(1) | This Form 4 is filed jointly by Luxor Capital Group, LP ("Luxor Capital Group"), Luxor Capital Partners, LP ("Onshore Fund"), Luxor Capital Partners Offshore, Ltd. ("Offshore Feeder Fund"), Luxor Wavefront, LP ("Wavefront Fund"), LCG Holdings, LLC ("LCG Holdings"), Luxor Management, LLC ("Luxor Management") and Christian Leone (collectively, the "Reporting Persons"). |
(2) | Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that may be deemed to collectively beneficially own more than 10% of the Issuer's outstanding shares of Common Stock. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. The filing of this Form 4 shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer he or it does not directly own. |
(3) | Securities owned directly by Onshore Fund. Each of LCG Holdings and Luxor Capital Group, as the general partner and investment manager, respectively, of Onshore Fund, may be deemed to beneficially own the securities owned directly by Onshore Fund. Luxor Management, as the general partner of Luxor Capital Group, and Christian Leone, as the managing member of each of LCG Holdings and Luxor Management, may be deemed to beneficially own the securities owned directly by Onshore Fund. |
(4) | Securities owned directly by Wavefront Fund. Each of LCG Holdings and Luxor Capital Group, as the general partner and investment manager, respectively, of Wavefront Fund, may be deemed to beneficially own the securities owned directly by Wavefront Fund. Luxor Management, as the general partner of Luxor Capital Group, and Christian Leone, as the managing member of each of LCG Holdings and Luxor Management, may be deemed to beneficially own the securities owned directly by Wavefront Fund. |
(5) | Securities owned directly by Luxor Capital Partners Offshore Master Fund, LP ("Offshore Master Fund"). Offshore Feeder Fund, as the owner of a controlling interest in Offshore Master Fund, may be deemed to beneficially own the securities owned directly by Offshore Master Fund. Each of LCG Holdings and Luxor Capital Group, as the general partner and investment manager, respectively, of Offshore Master Fund, may be deemed to beneficially own the securities owned directly by Offshore Master Fund. Luxor Management, as the general partner of Luxor Capital Group, and Christian Leone, as the managing member of each of LCG Holdings and Luxor Management, may be deemed to beneficially own the securities owned directly by Offshore Master Fund. |
(6) | Securities owned directly by Qena Capital Partners Offshore Master Fund, LP ("Qena Master Fund"). Each of LCG Holdings and Luxor Capital Group, as the general partner and investment manager, respectively of Qena Master Fund, may be deemed to beneficially own the securities owned directly by Qena Master Fund. Luxor Management, as the general partner of Luxor Capital Group, and Christian Leone, as the managing member of each of LCG Holdings and Luxor Management, may be deemed to beneficially own the securities owned directly by Qena Master Fund. |
(7) | Securities owned directly by Thebes Offshore Master Fund, LP ("Thebes Master Fund"). Each of LCG Holdings and Luxor Capital Group, as the general partner and investment manager, respectively, of Thebes Master Fund, may be deemed to beneficially own the securities owned directly by Thebes Master Fund. Luxor Management, as the general partner of Luxor Capital Group, and Christian Leone, as the managing member of each of LCG Holdings and Luxor Management, may be deemed to beneficially own the securities owned directly by Thebes Master Fund. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Luxor Capital Group, LP 1114 AVENUE OF THE AMERICAS 28TH FLOOR NEW YORK, NY 10036 |
| X |
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LUXOR CAPITAL PARTNERS OFFSHORE LTD C/O MAPLES CORPORATE SERVICES LTD. PO BOX 309, UGLAND HOUSE GEORGE TOWN, E9 KY1-1104 |
| X |
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Luxor Capital Partners, LP 1114 AVENUE OF THE AMERICAS 28TH FLOOR NEW YORK, NY 10036 |
| X |
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Luxor Wavefront, LP 1114 AVENUE OF THE AMERICAS 28TH FLOOR NEW YORK, NY 10036 |
| X |
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LCG HOLDINGS LLC 1114 AVENUE OF THE AMERICAS 28TH FLOOR NEW YORK, NY 10036 |
| X |
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Signatures
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LUXOR CAPITAL GROUP, LP
By: Luxor Management, LLC
General Partner
By: /s/ Norris Nissim
Name: Norris Nissim
Title: General Counsel | | 4/17/2020 |
**Signature of Reporting Person | Date |
LUXOR CAPITAL PARTNERS OFFSHORE, LTD.
By: Luxor Capital Group, LP
Investment Manager
By: /s/ Norris Nissim
Name: Norris Nissim
Title: General Counsel | | 4/17/2020 |
**Signature of Reporting Person | Date |
LUXOR CAPITAL PARTNERS, LP
By: LCG Holdings, LLC
General Partner
By: /s/ Norris Nissim
Name: Norris Nissim
Title: General Counsel | | 4/17/2020 |
**Signature of Reporting Person | Date |
LUXOR WAVEFRONT, LP
By: LCG Holdings, LLC
General Partner
By: /s/ Norris Nissim
Name: Norris Nissim
Title: General Counsel | | 4/17/2020 |
**Signature of Reporting Person | Date |
LCG HOLDINGS, LLC
By: /s/ Norris Nissim
Name: Norris Nissim
Title: General Counsel | | 4/17/2020 |
**Signature of Reporting Person | Date |
LUXOR MANAGEMENT, LLC
By: /s/ Norris Nissim
Name: Norris Nissim
Title: General Counsel | | 4/17/2020 |
**Signature of Reporting Person | Date |
By: /s/ Norris Nissim
Name: Norris Nissim as Agent for Christian Leone | | 4/17/2020 |
**Signature of Reporting Person | Date |
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