Form 4 - Statement of changes in beneficial ownership of securities

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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
	Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person* Levinson Sam (Last) (First) (Middle) 80 PARK PLAZA SUITE 21A (Street) NEWARK NJ 07102 (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) X Director 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 10/22/2024
	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	10/22/2024		P		3,283,024	A	$3.15	6,219,241	I	See Footnote(1)
Class A common shares	10/23/2024		A		10,730(2)	A	$0	10,730	D

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
Class B common shares	(3)	10/22/2024		P		18,965,322		(3)	(3)	Class A common shares	5,689.6(3)	$0.0009	18,965,322	I	See Footnote(4)
Class A units of Five Point Operating Company, LP	(3)	10/22/2024		P		7,101,625		(3)	(3)	Class A common shares	7,101,625(3)	$3.15	7,101,625	I	See Footnote(4)
Class A units of The Shipyard Communities, LLC	(3)	10/22/2024		P		11,863,697		(3)	(3)	Class A common shares	11,863,697(3)	$3.15	11,863,697	I	See Footnote(4)

Explanation of Responses:

1. The Class A common shares are owned by GFFP Holdings, LLC (GFFP). GF GW II, LLC (GF GW) is the managing member of GFFP, and Mr. Levinson is a managing member of GF GW. By virtue of these relationships, Mr. Levinson may be deemed to beneficially own the Class A common shares owned by GFFP.

2. This award represents an award pursuant to the Company's director compensation program, prorated for service through the end of 2024. Mr. Levinson was granted restricted shares that will vest on December 31, 2024, subject to his continued service with the Company through such vesting date.

3. Class A units of The Shipyard Communities, LLC (San Francisco Venture) are exchangeable for Class A units of Five Point Operating Company, LP (Operating Company) on a one-for-one basis. Holders of Class A units of the Operating Company may exchange their units for, at the Company's option, either Class A common shares on a one-for-one basis or an equivalent amount in cash based on the then prevailing market price of the Class A common shares. When the Company acquires Class A units of the Operating Company, whether for Class A common shares or for cash, an equivalent number of the exchanging holder's Class B common shares will automatically convert into Class A common shares, with each Class B common share convertible into 0.0003 Class A common shares.

4. The Class B common shares, Class A units of the Operating Company and Class A units of the San Francisco Venture are owned by GFFP. By virtue of the relationships described in footnote 1, Mr. Levinson may be deemed to beneficially own the securities owned by GFFP.

Remarks:

	/s/ Mike Alvarado, as attorney-in-fact	10/24/2024
	** 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).
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.

---