Five Point (FPH) Form 4 Five Point / Greg McWilliams ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

McWilliams Greg

(Last) (First) (Middle)

C/O FIVE POINT HOLDINGS, LLC

2000 FIVEPOINT, 4TH FLOOR

(Street)

IRVINE CA 92618

(City) (State) (Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
03/08/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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	03/09/2024		M		67,264	A	(1)	310,114	D
Class A common shares	03/09/2024		F		34,090(2)	D	$3.02	276,024	D
Class A common shares								226,232	I	By trust

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: 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
Restricted share units	(3)	03/08/2024		A		149,006		(4)	(4)	Class A common shares	149,006	$0	1,066,285	D
Restricted share units	(3)	03/08/2024		A		198,675		(5)	(5)	Class A common shares	198,675	$0	1,264,960	D
Restricted share units	(3)	03/09/2024		M			67,264	(6)	(6)	Class A common shares	67,264	(1)	1,197,696	D

Explanation of Responses:

1. Each restricted share unit is a contingent right to receive one Class A common share. This transaction represents the settlement of restricted share units in Class A common shares on their scheduled vesting date.

2. Represents shares withheld by the Company to satisfy tax withholding obligations in connection with the settlement of restricted share units previously granted to the reporting person. No shares were sold by the reporting person.

3. Each restricted share unit is a contingent right to receive one Class A common share.

4. The restricted share units will vest in equal installments over three years on March 8, 2025, March 8, 2026 and March 8, 2027, subject to the reporting person's continued service with the Issuer through the applicable vesting date.

5. The restricted share units will vest based upon the satisfaction of certain price targets during the three-year performance period ending February 28, 2027.

6. This award was granted on March 9, 2023. 67,264 restricted share units subject to the award vested on March 9, 2024 and the remaining unvested restricted share units are scheduled to vest on each of March 9, 2025 and March 9, 2026, assuming continued employment through the applicable vesting date.

Remarks:

Chief Policy Officer and Vice President

	/s/ Michael Alvarado, as attorney-in-fact	03/12/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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