SEC Form 3 · accession 0000899243-17-012532
Five Point Holdings, LLC · FPH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael P. White
Officer — See Remarks
Period of report
May 9, 2017
Accepted (ET)
May 9, 2017 · 6:10 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001574197
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A common sharesF1 | holding | — | — | — | 4,392 | I | By trust |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class A common units of Five Point Operating Company, LLCF1,F2 | — | holding | — | — | — | — | — | Class A common shares | 8,338 | — | I |
| Class B common sharesF1,F3 | — | holding | — | — | — | — | — | Class A common shares | 3 | — | I |
| Restricted share unitsF4 | — | holding | — | — | — | — | — | Class A common shares | 32,320 | — | D |
Explanation of responses
- F1The 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 P. and Patricia A. White Family Trust established November 20, 2014, of which Mr. White and his wife serve as co-trustees.
- F2In 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.
- F3Mr. White holds 8,338 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.
- F4Such restricted share units granted to Mr. White 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 annual installments beginning on January 15, 2018.
Remarks
Treasurer, Vice President and Assistant Secretary