Amended Statement of Ownership (sc 13g/a)
February 14 2022 - 6:02AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Five Point Holdings, LLC
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(Name of Issuer)
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Class A Common Shares, no par value
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(Title of Class of Securities)
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33833Q106
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(CUSIP Number)
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December 31, 2021
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(Date of Event Which Requires Filing of this Statement)
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Check the appropriate box to designate the
rule pursuant to which this Schedule is filed:
x Rule
13d-1(b)
o Rule
13d-1(c)
o Rule
13d-1(d)
*The remainder of this cover page shall be
filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for
any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of
this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
(“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions
of the Act (however, see the Notes).
CUSIP No. 33833Q106
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SCHEDULE 13G/A
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Page 2
of 8 Pages
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1
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NAME OF REPORTING PERSONS
Long Pond Capital, LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
4,523,774
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
4,523,774
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,523,774
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.5% (See Item 4(b))
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12
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TYPE OF REPORTING PERSON
PN,IA
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CUSIP No. 33833Q106
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SCHEDULE 13G/A
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Page
3 of 8 Pages
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1
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NAME OF REPORTING PERSONS
Long Pond Capital GP, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
4,523,774
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
4,523,774
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,523,774
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.5% (See Item 4(b))
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12
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TYPE OF REPORTING PERSON
OO, HC
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CUSIP No. 33833Q106
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SCHEDULE 13G/A
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Page 4
of 8 Pages
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1
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NAME OF REPORTING PERSONS
John Khoury
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Canadian Citizen
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
4,523,774
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
4,523,774
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,523,774
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.5% (See Item 4(b))
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12
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TYPE OF REPORTING PERSON
IN, HC
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CUSIP No. 33833Q106
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SCHEDULE 13G/A
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Page 5
of 8 Pages
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This Amendment to the Schedule 13G (this "Amendment") is being filed on behalf of Long Pond Capital, LP, a Delaware limited partnership ("Long
Pond LP"), Long Pond Capital GP, LLC, a Delaware limited liability company ("Long Pond LLC"), and John Khoury, the principal
of Long Pond LP, relating to Class A Common Shares, no par value ("Common Stock"), of Five Point Holdings, LLC
(the "Issuer").
This Amendment relates to the Common
Stock of the Issuer purchased by Long Pond LP through the accounts of certain private funds (collectively, the "Funds"). Long
Pond LP serves as the investment manager to the Funds and may direct the vote and disposition of the 4,523,774 shares of the
Common Stock held by the Funds. Long Pond LLC serves as the general partner of Long Pond LP and may direct Long Pond LP to
direct the vote and disposition of the 4,523,774 shares of the Common Stock held by the Funds. As the principal of Long Pond
LP, Mr. Khoury may direct the vote and disposition of the 4,523,774 shares of the Common Stock held by the Funds.
This Amendment amends and restates the
Schedule 13G as set forth below.
Item 1.
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(a) Name of Issuer
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Five Point Holdings, LLC
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(b) Address of Issuer’s Principal
Executive Offices
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15131 Alton Parkway 4th Floor
Irvine
California 92618
Item 2.
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(a) Name of Person Filing
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Long
Pond Capital, LP ("Long Pond LP"), Long Pond Capital GP, LLC ("Long Pond LLC") and John Khoury.
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(b) Address
of Principal Business Office, or, if none, Residence
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527 Madison Avenue, 15th Floor
New York, NY 10022
Long Pond LP is a limited partnership organized under the laws of the State of Delaware. Long Pond LLC is a limited liability
company organized under the laws of the State of Delaware. Mr. Khoury is the principal of Long Pond LP and is a Canadian citizen.
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(d) Title of Class of Securities
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Class
A Common Shares, no par value
33833Q106
CUSIP
No. 33833Q106
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SCHEDULE 13G/A
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Page 6
of 8 Pages
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Item 3. If
this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person filing is a:
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(a)
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¨
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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(b)
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¨
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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(c)
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¨
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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(d)
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o
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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(e)
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x
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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¨
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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x
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A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
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(h)
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¨
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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¨
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the
Investment Company Act of 1940 (15 U.S.C. 80a-3);
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(j)
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¨
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A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
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(k)
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¨
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A group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
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CUSIP
No. 33833Q106
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SCHEDULE 13G/A
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Page
7 of 8 Pages
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Item
4. Ownership
(a)
Long Pond LP, Long Pond LLC and Mr. Khoury are the beneficial owners of 4,523,774 shares of the Common Stock.
(b)
Long Pond LP, Long Pond LLC and Mr. Khoury are the beneficial owners of 6.5% of the outstanding shares of the Common Stock.
This percentage is determined by dividing 4,523,774 by 70,107,552, the number of shares of the Common Stock issued and
outstanding as of November 4, 2021, as reported in the Issuer's most recent Form 10-Q filed on November 5, 2021.
(c) Long Pond LP, as the investment
manager of the Funds, may direct the vote and disposition of the 4,523,774 shares of the Common Stock held by the Funds. Long
Pond LLC, as the general partner of Long Pond LP, may direct it to direct the vote and disposition of the 4,523,774 shares
of the Common Stock held by the Funds. As the principal of Long Pond LP, Mr. Khoury may direct the vote and disposition of the
4,523,774 shares of the Common Stock held by the Funds.
Item
5. Ownership of Five Percent or Less of a Class
If
this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial
owners of more than five percent of the class of securities, check the following
o
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Item
6. Ownership of More Than Five Percent on Behalf of Another Person
The Funds have the right to receive or the power to direct the receipt of dividends from or the proceeds from the sale of
securities.
Item
7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent
Holding Company or Control Person
Inapplicable.
Item
8. Identification and Classification of Members of the Group
Inapplicable.
Item
9. Notice of Dissolution of Group
Inapplicable.
Item
10. Certifications
By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held
in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant
in any transaction having that purpose or effect.
CUSIP
No. 33833Q106
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SCHEDULE 13G/A
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Page 8
of 8 Pages
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SIGNATURE
After reasonable inquiry
and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 11, 2022
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LONG
POND CAPITAL, LP
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By: Long Pond Capital GP, LLC, general partner
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By:
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/s/ John Khoury
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Name:
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John Khoury
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Title:
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Authorized Person
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LONG POND CAPITAL GP, LLC
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By:
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/s/ John Khoury
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Name:
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John Khoury
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Title:
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Authorized Person
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By:
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/s/John Khoury
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Name:
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John Khoury
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