SEC Form 3
| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 05/09/2017 | 3. Issuer Name and Ticker or Trading Symbol Five Point Holdings, LLC [ FPH ] | |||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Class A common shares | 304,760(1) | D | |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Class A units of Five Point Operating Company, LLC | (2) | (2) | Class A common shares | 3,137,134(2) | (2) | I | See Footnote(3) |
| Class B common shares | (4) | (4) | Class A common shares | 941(4) | (4) | I | See Footnote(3) |
| Restricted share units | (5) | (5) | Class A common shares | 869,734(5) | (5) | D | |
| Explanation of Responses: |
| 1. Includes 173,126 restricted shares that are subject to certain restrictions upon transfer and rights of forfeiture as set forth in the Five Point Holdings, LLC 2016 Incentive Award Plan (the "2016 Incentive Award Plan ) and an agreement entered into between the registered owner and Five Point Holdings, LLC (the "Company"), copies of which are on file with the secretary of the Company. Such restricted shares will vest in three equal annual installments beginning on January 15, 2018. |
| 2. In accordance with the Limited Liability Company Agreement of 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 Company or cash, at the option of the Company. |
| 3. The Class B common shares of the Company and Class A units of the Operating Company are owned by Doni, Inc. Doni, Inc. is owned and controlled by Mr. Haddad's family trust, of which Mr. Haddad and his wife serve as co-trustees. |
| 4. Mr. Haddad holds 3,137,134 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. |
| 5. Such restricted share units ("RSUs") granted to Mr. Haddad pursuant to the 2016 Incentive Award Plan will settle on a one-for-one basis in Class A common shares or cash, at the option of the Company, in three equal annual installments beginning on January 15, 2018. One third of such RSUs has vested and the remaining RSUs will vest on January 15, 2018. |
| Remarks: |
| Chairman, President and Chief Executive Officer |
| /s/ Michael Alvarado, as attorney-in-fact | 05/09/2017 | |
| ** 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 5 (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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||