SEC FORM 4

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^*

Luxor Capital Group, LP

(Last)

(First)

(Middle)

1114 AVENUE OF THE AMERICAS

28TH FLOOR

(Street)

NEW YORK

10036

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

3. Date of Earliest Transaction (Month/Day/Year)
03/16/2020

4. 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 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Shares, no par value⁽¹⁾⁽²⁾	03/16/2020		P		10,044	A	$4.557	555,239	I⁽⁶⁾	By: Qena Capital Partners Offshore Master Fund, LP
Class A Common Shares, no par value⁽¹⁾⁽²⁾	03/16/2020		P		1,204	A	$4.5823	556,443	I⁽⁶⁾	By: Qena Capital Partners Offshore Master Fund, LP
Class A Common Shares, no par value⁽¹⁾⁽²⁾	03/17/2020		P		3,480	A	$4.5084	559,923	I⁽⁶⁾	By: Qena Capital Partners Offshore Master Fund, LP
Class A Common Shares, no par value⁽¹⁾⁽²⁾	03/17/2020		P		1,926	A	$4.5211	561,849	I⁽⁶⁾	By: Qena Capital Partners Offshore Master Fund, LP
Class A Common Shares, no par value⁽¹⁾⁽²⁾	03/18/2020		P		5,616	A	$4.1705	567,465	I⁽⁶⁾	By: Qena Capital Partners Offshore Master Fund, LP
Class A Common Shares, no par value⁽¹⁾⁽²⁾	03/18/2020		P		86,788	A	$4.1647	654,253	I⁽⁶⁾	By: Qena Capital Partners Offshore Master Fund, LP
Class A Common Shares, no par value⁽¹⁾⁽²⁾	03/18/2020		P		1,615	A	$3.8232	655,868	I⁽⁶⁾	By: Qena Capital Partners Offshore Master Fund, LP
Class A Common Shares, no par value⁽¹⁾⁽²⁾	03/16/2020		P		89,956	A	$4.557	89,956	I⁽⁷⁾	By: Thebes Offshore Master Fund, LP
Class A Common Shares, no par value⁽¹⁾⁽²⁾	03/16/2020		P		10,780	A	$4.5823	100,736	I⁽⁷⁾	By: Thebes Offshore Master Fund, LP
Class A Common Shares, no par value⁽¹⁾⁽²⁾	03/17/2020		P		31,167	A	$4.5084	131,903	I⁽⁷⁾	By: Thebes Offshore Master Fund, LP
Class A Common Shares, no par value⁽¹⁾⁽²⁾	03/17/2020		P		17,247	A	$4.5211	149,150	I⁽⁷⁾	By: Thebes Offshore Master Fund, LP
Class A Common Shares, no par value⁽¹⁾⁽²⁾	03/18/2020		P		50,298	A	$4.1705	199,448	I⁽⁷⁾	By: Thebes Offshore Master Fund, LP
Class A Common Shares, no par value⁽¹⁾⁽²⁾	03/18/2020		P		777,339	A	$4.1647	976,787	I⁽⁷⁾	By: Thebes Offshore Master Fund, LP
Class A Common Shares, no par value⁽¹⁾⁽²⁾	03/18/2020		P		30,671	A	$3.8232	4,034,557	I⁽³⁾	By: Luxor Capital Partners, LP
Class A Common Shares, no par value⁽¹⁾⁽²⁾	03/18/2020		P		8,251	A	$3.8232	1,067,888	I⁽⁴⁾	By: Luxor Wavefront, LP
Class A Common Shares, no par value⁽¹⁾⁽²⁾	03/18/2020		P		8,268	A	$3.8232	2,724,204	I⁽⁵⁾	By: Luxor Capital Partners Offshore Master Fund, LP

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

Luxor Capital Group, LP

(Last)

(First)

(Middle)

1114 AVENUE OF THE AMERICAS

28TH FLOOR

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

LUXOR CAPITAL PARTNERS OFFSHORE LTD

(Last)

(First)

(Middle)

C/O MAPLES CORPORATE SERVICES LTD.

PO BOX 309, UGLAND HOUSE

(Street)

GEORGE TOWN

KY1-1104

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Luxor Capital Partners, LP

(Last)

(First)

(Middle)

1114 AVENUE OF THE AMERICAS

28TH FLOOR

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Luxor Wavefront, LP

(Last)

(First)

(Middle)

1114 AVENUE OF THE AMERICAS

28TH FLOOR

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

LCG HOLDINGS LLC

(Last)

(First)

(Middle)

1114 AVENUE OF THE AMERICAS

28TH FLOOR

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Thebes Partners, LP

(Last)

(First)

(Middle)

1114 AVENUE OF THE AMERICAS

28TH FLOOR

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. This Form 4 is filed jointly by Luxor Capital Group, LP ("Luxor Capital Group"), Luxor Capital Partners, LP ("Onshore Fund"), Luxor Capital Partners Offshore, Ltd. ("Offshore Feeder Fund"), Luxor Wavefront, LP ("Wavefront Fund"), Thebes Partners, LP ("Thebes Feeder Fund"), LCG Holdings, LLC ("LCG Holdings"), Luxor Management, LLC ("Luxor Management") and Christian Leone (collectively, the "Reporting Persons").

2. Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that may be deemed to collectively beneficially own more than 10% of the Issuer's outstanding shares of Common Stock. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. The filing of this Form 4 shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer he or it does not directly own.

3. Securities owned directly by Onshore Fund. Each of LCG Holdings and Luxor Capital Group, as the general partner and investment manager, respectively, of Onshore Fund, may be deemed to beneficially own the securities owned directly by Onshore Fund. Luxor Management, as the general partner of Luxor Capital Group, and Christian Leone, as the managing member of each of LCG Holdings and Luxor Management, may be deemed to beneficially own the securities owned directly by Onshore Fund.

4. Securities owned directly by Wavefront Fund. Each of LCG Holdings and Luxor Capital Group, as the general partner and investment manager, respectively, of Wavefront Fund, may be deemed to beneficially own the securities owned directly by Wavefront Fund. Luxor Management, as the general partner of Luxor Capital Group, and Christian Leone, as the managing member of each of LCG Holdings and Luxor Management, may be deemed to beneficially own the securities owned directly by Wavefront Fund.

5. Securities owned directly by Luxor Capital Partners Offshore Master Fund, LP ("Offshore Master Fund"). Offshore Feeder Fund, as the owner of a controlling interest in Offshore Master Fund, may be deemed to beneficially own the securities owned directly by Offshore Master Fund. Each of LCG Holdings and Luxor Capital Group, as the general partner and investment manager, respectively, of Offshore Master Fund, may be deemed to beneficially own the securities owned directly by Offshore Master Fund. Luxor Management, as the general partner of Luxor Capital Group, and Christian Leone, as the managing member of each of LCG Holdings and Luxor Management, may be deemed to beneficially own the securities owned directly by Offshore Master Fund.

6. Securities owned directly by Qena Capital Partners Offshore Master Fund, LP ("Qena Master Fund"). Each of LCG Holdings and Luxor Capital Group, as the general partner and investment manager, respectively of Qena Master Fund, may be deemed to beneficially own the securities owned directly by Qena Master Fund. Luxor Management, as the general partner of Luxor Capital Group, and Christian Leone, as the managing member of each of LCG Holdings and Luxor Management, may be deemed to beneficially own the securities owned directly by Qena Master Fund.

7. Securities owned directly by Thebes Offshore Master Fund, LP ("Thebes Master Fund"). Thebes Feeder Fund, the owner of a controlling interest in, and together with a minority investor, the owner of 100% of the interests in Thebes Master Fund, may be deemed to beneficially own the securities owned directly by Thebes Master Fund. Each of LCG Holdings and Luxor Capital Group, as the general partner and investment manager, respectively, of Thebes Master Fund, may be deemed to beneficially own the securities owned directly by Thebes Master Fund. Luxor Management, as the general partner of Luxor Capital Group, and Christian Leone, as the managing member of each of LCG Holdings and Luxor Management, may be deemed to beneficially own the securities owned directly by Thebes Master Fund.

	LUXOR CAPITAL GROUP, LP By: Luxor Management, LLC General Partner By: /s/ Norris Nissim Name: Norris Nissim Title: General Counsel	03/18/2020
	LUXOR CAPITAL PARTNERS OFFSHORE, LTD. By: Luxor Capital Group, LP Investment Manager By: /s/ Norris Nissim Name: Norris Nissim Title: General Counsel	03/18/2020
	LUXOR CAPITAL PARTNERS, LP By: LCG Holdings, LLC General Partner By: /s/ Norris Nissim Name: Norris Nissim Title: General Counsel	03/18/2020
	LUXOR WAVEFRONT, LP By: LCG Holdings, LLC General Partner By: /s/ Norris Nissim Name: Norris Nissim Title: General Counsel	03/18/2020
	LCG HOLDINGS, LLC By: /s/ Norris Nissim Name: Norris Nissim Title: General Counsel	03/18/2020
	THEBES PARTNERS, LP LCG Holdings, LLC General Partner By: /s/ Norris Nissim Name: Norris Nissim Title: General Counsel	03/18/2020
	LUXOR MANAGEMENT, LLC By: /s/ Norris Nissim Name: Norris Nissim Title: General Counsel	03/18/2020
	By: /s/ Norris Nissim Name: Norris Nissim as Agent for Christian Leone	03/18/2020
	** 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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