0000899243-17-012507.txt : 20170509
0000899243-17-012507.hdr.sgml : 20170509
20170509175250
ACCESSION NUMBER: 0000899243-17-012507
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20170509
FILED AS OF DATE: 20170509
DATE AS OF CHANGE: 20170509
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Five Point Holdings, LLC
CENTRAL INDEX KEY: 0001574197
STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500]
IRS NUMBER: 270599397
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 25 ENTERPRISE
STREET 2: SUITE 300
CITY: ALISO VIEJO
STATE: CA
ZIP: 92656
BUSINESS PHONE: (949) 349-1000
MAIL ADDRESS:
STREET 1: 25 ENTERPRISE
STREET 2: SUITE 300
CITY: ALISO VIEJO
STATE: CA
ZIP: 92656
FORMER COMPANY:
FORMER CONFORMED NAME: Newhall Holding Company, LLC
DATE OF NAME CHANGE: 20130411
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Alvarado Michael
CENTRAL INDEX KEY: 0001704041
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38088
FILM NUMBER: 17827771
MAIL ADDRESS:
STREET 1: C/O FIVE POINT HOLDINGS, LLC
STREET 2: 25 ENTERPRISE, SUITE 300
CITY: ALISO VIEJO
STATE: CA
ZIP: 92656
3
1
doc3.xml
FORM 3 SUBMISSION
X0206
3
2017-05-09
0
0001574197
Five Point Holdings, LLC
FPH
0001704041
Alvarado Michael
C/O FIVE POINT HOLDINGS, LLC
25 ENTERPRISE, SUITE 300
ALISO VIEJO
CA
92656
0
1
0
0
See Remarks
Class A common shares
24389
I
By trust
Class A common shares
47610
D
Class A units of Five Point Operating Company, LLC
Class A common shares
16676
I
By trust
Class B common shares
Class A common shares
5
I
By trust
Restricted share units
Class A common shares
179465
D
The Class A common shares and Class B common shares of Five Point Holdings, LLC (the "Company") and Class A units of Five Point Operating Company, LLC (the "Operating Company") are owned by The Michael A. and Julie S. Alvarado Family Trust created u/t/d dated July 9, 2002, of which Mr. Alvarado serves as the sole trustee.
These restricted shares 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 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.
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.
Mr. Alvarado holds 16,676 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.
Such restricted share units granted to Mr. Alvarado pursuant to the 2016 Incentive Award Plan have vested and will settle on a one-for-one basis in Class A common shares or cash, at the option of the Company, in three equal installments beginning on January 15, 2018.
Chief Legal Officer, Vice President and Secretary
/s/ Michael Alvarado
2017-05-09