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