Castlelake I Form 3 Initial statement of insider ownership

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^*

TCO Fund, L.P.

(Last) (First) (Middle)

4600 WELLS FARGO CENTER,

90 SOUTH 7TH STREET

(Street)

MINNEAPOLIS MN 55402

(City) (State) (Zip)

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)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

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

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
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	3,910,858	I	See footnotes(1)(2)(3)
Class B Common Shares	18,932,182(4)	I	See footnotes(1)(2)(3)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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
Operating Company Class A Units	(5)	(5)	Class A Common Shares	7,101,625	(5)	I	See footnotes(1)(2)(3)
San Francisco Venture Class A Units	(6)	(6)	Operating Company Class A Units	11,830,557	(6)	I	See footnotes(1)(2)(3)

1. Name and Address of Reporting Person^*

TCO Fund, L.P.

(Last) (First) (Middle)

4600 WELLS FARGO CENTER,

90 SOUTH 7TH STREET

(Street)

MINNEAPOLIS MN 55402

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

TCO Investors, L.P.

(Last) (First) (Middle)

4600 WELLS FARGO CENTER,

90 SOUTH 7TH STREET

(Street)

MINNEAPOLIS MN 55402

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

TCO Fund GP, L.P.

(Last) (First) (Middle)

4600 WELLS FARGO CENTER,

90 SOUTH 7TH STREET

(Street)

MINNEAPOLIS MN 55402

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Castlelake I, L.P.

(Last) (First) (Middle)

4600 WELLS FARGO CENTER,

90 SOUTH 7TH STREET

(Street)

MINNEAPOLIS MN 55402

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

TCS Diamond Solutions, LLC

(Last) (First) (Middle)

4600 WELLS FARGO CENTER,

90 SOUTH 7TH STREET

(Street)

MINNEAPOLIS MN 55402

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Castlelake I GP, L.P.

(Last) (First) (Middle)

4600 WELLS FARGO CENTER,

90 SOUTH 7TH STREET

(Street)

MINNEAPOLIS MN 55402

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

TCS II REO USA, LLC

(Last) (First) (Middle)

4600 WELLS FARGO CENTER,

90 SOUTH 7TH STREET

(Street)

MINNEAPOLIS MN 55402

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

HPSCP Opportunities, L.P.

(Last) (First) (Middle)

4600 WELLS FARGO CENTER,

90 SOUTH 7TH STREET

(Street)

MINNEAPOLIS MN 55402

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Castlelake II GP, L.P.

(Last) (First) (Middle)

4600 WELLS FARGO CENTER,

90 SOUTH 7TH STREET

(Street)

MINNEAPOLIS MN 55402

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

HFET Opportunities, LLC

(Last) (First) (Middle)

4600 WELLS FARGO CENTER,

90 SOUTH 7TH STREET

(Street)

MINNEAPOLIS MN 55402

(City) (State) (Zip)

Explanation of Responses:

1. Represents securities held directly by: TCO Fund, L.P. ("TCO"), TCO Investors, L.P. ("TCOI"), Castlelake I, L.P. ("Castlelake I"), TCS Diamond Solutions, LLC ("Diamond Solutions"), TCS II REO USA, LLC ("TCSII REO"), HPSCP Opportunities, L.P. ("HPSCP) and HFET Opportunities, LLC ("HFET"). TCO Fund GP, L.P. ("TCO GP" and, together with TCO and TCOI, the "TCO Fund Entities") is the general partner of TCO and TCOI, and in such capacity may be deemed to share beneficial ownership of the securities held by TCO and TCOI. Castlelake I GP, L.P. ("Castlelake I GP" and, together with Castlelake I and Diamond Solutions, the "Castlelake I Fund Entities"), is the general partner of Castlelake I and the managing member of Diamond Solutions, and in such capacity may be deemed to share beneficial ownership of the securities held by Castlelake I and Diamond Solutions.

2. Castlelake II GP, L.P. ("Castlelake II GP" and, together with TCSII REO and HPSCP, the "Castlelake II Fund Entities") is the general partner of TCSII REO and HPSCP, and in such capacity may be deemed to share beneficial ownership of the securities held by TCSII REO and HPSCP. Castlelake III GP, L.P. ("Castlelake III GP" and, together with HFET, the "Castlelake III Fund Entities"), is the managing member of HFET, and in such capacity may be deemed to share beneficial ownership of the securities held by HFET.

3. Castlelake, L.P. ("Castlelake") is the investment manager of the TCO Fund Entities, the Castlelake I Fund Entities, the Castlelake II Fund Entities and the Castlelake III Fund Entities, and in such capacity may be deemed to share beneficial ownership of the securities beneficially owned by such entities. Rory O'Neill is the managing partner and chief executive officer of Castlelake. Castlelake, Mr. O'Neill, TCO GP, Castlelake I GP, Castlelake II GP, HFET REO and Castlelake III GP disclaim beneficial ownership of the securities reported herein except to the extent of any pecuniary interest therein.

4. Upon an exchange of Class A units of Five Point Operating Company, LLC (each an "Operating Company Class A Units") or Class A units of The Shipyard Communities, LLC (each a "San Francisco Venture Class A Unit") for Class A common shares, an equal number of Class B common shares will convert to Class A common shares on a 1-for-0.0003 basis.

5. The Operating Company Class A Units have no expiration date and are exchangeable at the option of the Issuer for either (i) Class A common shares on a one-for-one basis or (ii) cash in an amount equal to the market value of such shares at the time of exchange.

6. San Francisco Class A Units have no expiration date and are exchangeable at any time at the option of the holder for Operating Company Class A Units on a one-for-one basis.

Remarks:

Due to the limitations of the Securities and Exchange Commission's electronic filing system, Castlelake III GP, L.P., Castlelake L.P. and Mr. O'Neill are filing a separate Form 3.

	TCO FUND, L.P., By: TCO Fund GP, L.P., its general partner, By: /s/ Kevin Hinkler, Vice President	05/09/2017
	TCO INVESTORS, L.P., By: TCO Fund GP, L.P., its general partner, By: /s/ Kevin Hiniker, Vice President	05/09/2017
	TCO FUND GP, L.P., By: /s/ Kevin Hiniker, Vice President	05/09/2017
	CASTLELAKE I, L.P., By: Castlelake I GP, L.P., its general partner, By: /s/ Kevin Hiniker, Vice President	05/09/2017
	TCS DIAMOND SOLUTIONS, LLC, By: Castlelake I GP, L.P., its managing member, By: /s/ Kevin Hiniker, Vice President	05/09/2017
	CASTLELAKE I GP, L.P., By: /s/ Kevin Hiniker, Vice President	05/09/2017
	TCS II REO USA, LLC, By: Castlelake II GP, L.P., its managing member, By: /s/ Kevin Hiniker, Vice President	05/09/2017
	HPSCP OPPORTUNITIES, L.P., By: Castlelake II GP, L.P., its general partner, By: /s/ Kevin Hiniker, Vice President	05/09/2017
	CASTLELAKE II GP, L.P., By: /s/ Kevin Hiniker, Vice President	05/09/2017
	HFET OPPORTUNITIES, LLC, By: HFET REO USA, LLC, its sole member, By: Castlelake III GP, L.P., its managing member, By: /s/ Kevin Hiniker, Vice President	05/09/2017
	** Signature of Reporting Person	Date
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