SEC Form 4 · accession 0000899243-19-001428
Five Point Holdings, LLC · FPH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Lynn Jochim
Officer — See Remarks
Period of report
Jan 15, 2019
Accepted (ET)
Jan 17, 2019 · 9:20 pm EST
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 | Jan 15, 2019 | A | 246,710 | $0.00 | A | 447,336 | D | |
| Class A common sharesF2 | Jan 15, 2019 | M | 59,822 | — | A | 507,158 | D | |
| Class A common shares | Jan 15, 2019 | F | 58,537 | $7.60 | D | 448,621 | D | |
| Class A common sharesF3 | holding | — | — | — | 44,389 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted share unitsF2,F4 | — | Jan 15, 2019 | M | 59,822 | D | — | — | Class A common shares | 59,822 | 59,822 | D |
Explanation of responses
- F1Includes 98,684 Class A common shares subject to certain restrictions upon transfer and rights of forfeiture that will lapse based on continued service, and a total of 148,026 Class A common shares subject to certain restrictions upon transfer and rights of forfeiture and restricted share units that will be settled in an equal number of Class A common shares, in each case contingent on the Class A common shares satisfying certain price targets.
- F2Each restricted share unit is a contingent right to receive one Class A common share.
- F334,389 Class A common shares of the Company are owned by The 2002 Jochim Family Trust UAD 05/15/02 and 10,000 Class A common shares of the Company are owned by The Edward J Jochim By-Pass Trust UAD 03/01/84. The reporting person disclaims beneficial ownership of the shares owned by her spouse, David Jochim, except to the extent of her pecuniary interest therein.
- F4On June 1, 2016, the reporting person was granted such restricted share units pursuant to the Five Point Holdings, LLC 2016 Incentive Award Plan. Such restricted share units have vested. 59,822 restricted share units were settled on January 15, 2019. The remaining 59,822 unsettled restricted share units will settle on a one-for-one basis in Class A common shares or cash, at the option of Five Point Holdings, LLC, on January 15, 2020.
Remarks
Co- Chief Operating Officer