Director Haddad Emile converted options into 1,110,113 units of Class A common shares (SEC Form 4)
$FPH
Real Estate
Finance
| 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). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Five Point Holdings, LLC [ FPH ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/13/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class A common shares | 10/13/2025 | M | 1,109,172 | A | (1) | 1,109,172 | I | By Doni, Inc.(2) | ||
| Class A common shares | 10/13/2025 | M | 941 | A | (3) | 1,110,113 | I | By Doni, Inc.(2) | ||
| Class A common shares | 1,253,105 | D | ||||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Class A units of Five Point Operating Company, LP | (1) | 10/13/2025 | M | 3,137,134 | (1) | (1) | Class A common shares | 1,109,172 | (1) | 0 | I | By Doni, Inc.(2) | |||
| Class B common shares | (3) | 10/13/2025 | M | 3,137,134 | (3) | (3) | Class A common shares | 941 | (3) | 0 | I | By Doni, Inc.(2) | |||
| Explanation of Responses: |
| 1. Under the Limited Partnership Agreement of Five Point Operating Company, LP (the "Operating Company"), holders of Class A units of the Operating Company may exchange such Class A units for Class A common shares of the Issuer on a one-for-one basis or for cash, at the option of the Issuer. Doni, Inc. redeemed its 3,137,134 Class A units of the Operating Company , and in exchange therefor, Doni, Inc. received 1,109,172 Class A common shares of the Issuer. The remaining 2,027,962 Class A units owned by Doni, Inc. were returned to the Operating Company in accordance with the dilution provisions of the Operating Company's partnership agreement. |
| 2. The Operating Company's Class A units and the Issuer's Class A common shares and Class B common shares are owned by Doni, Inc. On the basis of Mr. Haddad's relationship with Doni, Inc., he may be deemed to beneficially own the units and shares held by Doni, Inc. Mr. Haddad disclaims beneficial ownership of these units and shares except to the extent of his pecuniary interest therein. |
| 3. Upon the redemption of Doni, Inc.'s Class A units of the Operating Company, an equal number of Class B common shares converted into Class A common shares of the Issuer at a conversion ratio of 0.0003 Class A common shares for each Class B common share. |
| Remarks: |
| /s/ Mike Alvarado, as attorney-in-fact | 10/15/2025 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||