SEC Form SC 13D filed by Five Point Holdings LLC

Robert Robotti

c/o Robotti & Company, Incorporated

125 Park Avenue, Suite 1607

New York, New York 10017

The aggregate purchase price of the 4,014,000 Class A Shares directly beneficially held by RIC is approximately $12,592,668.00 (including brokerage fees and expenses). All of the Class A Shares directly beneficially held by RIC were paid for using its working capital.

The aggregate purchase price of the 2,676,000 Class A Shares directly beneficially held by RI is approximately $8,395,167.00 (including brokerage fees and expenses). All of the Class A Shares directly beneficially held by RI were paid for using its working capital.

The Class A Shares have been acquired by the Reporting Persons for investment purposes and were not acquired with the intent to change or influence control of the Issuer or to participate in any transaction having that purpose or effect except as set forth herein.  The Reporting Persons reserve the right to change their plan and intentions at any time as they deem appropriate.

The Reporting Persons, as long-term, buy-and-hold, supportive, active owners, will frequently engage with management, boards of directors, and fellow shareholders of our portfolio companies. Depending on various factors including, without limitation, the Issuer’s financial position and investment strategy, business and market conditions, the Reporting Persons’ continuing evaluation of the business and prospects of the Issuer, the price levels of the securities of the Issuer, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their respective investments in the Issuer as they deem appropriate, directly or through their affiliates, including, without limitation, making proposals concerning M&A activity, changes to the capitalization, ownership structure, Board composition or operations of the Issuer, talking with potential consolidation partners, continuing to hold additional securities of the Issuer, purchasing additional securities of the Issuer, selling some or all of their securities of the Issuer or engaging in short selling of or any hedging or similar transaction with respect to the securities of the Issuer, or changing their intention with respect to any and all matters referred to in Item 4.

(a)-(b) As of September 26, 2024, the aggregate number of Class A Shares and percentage of the outstanding Class A Shares of the Issuer beneficially owned (i) by each of the Reporting Persons, and (ii) to the knowledge of the Reporting Persons, by each other person who may be deemed to be a member of a group, is as follows:

* Based on the aggregate of (i) 69,358,504 Class A Shares, outstanding as of July 12, 2024, as disclosed in the Issuer’s Current Report on Form 10-Q for the quarter ended June 30, 2024, filed with the Securities and Exchange Commission (the “Commission”) on July 19, 2024.

** Less than 1%

(1) Each of the Reporting Persons disclaims beneficial ownership of the securities held by any other Reporting Person except to the extent of such Reporting Person’s pecuniary interest therein, if any.

(2) Each of Mr. Robotti and ROBT share with Robotti Advisors the power to vote or direct the vote, and to dispose or direct the disposition, of 6,702,047 Class A Shares directly beneficially owned by the advisory clients of Robotti Advisors.

 (3) Mrs. Suzanne Robotti has the power to vote or direct the vote, and to dispose or direct the disposition, of 2,000 Class A Shares directly beneficially held by her personally.

 (4) Each of Mr. Robotti, ROBT, Robotti Advisors and RMC share with RIC the power to vote or direct the vote, and to dispose or direct the disposition, of 4,014,000 Class A Shares directly beneficially owned by RIC.

 (5) Each of Mr. Robotti, ROBT, Robotti Advisors and RMC share with RI the power to vote or direct the vote, and to dispose or direct the disposition, of 2,676,000 Class A Shares directly beneficially owned by RI.

 (c) The table below lists all the transactions in the Issuer’s Class A Shares effected during the sixty days prior to the date set forth on the cover page.  All transactions were made in the open market and do not reflect commissions or other expenses.

* The Reporting Persons undertake to provide upon request by the Commission staff full information regarding the number of shares purchased at each separate price.

(d) Robotti Advisors’ advisory clients have the right to receive and the power to direct the receipt of dividends from, and the proceeds from the sale of, the Class A Shares owned by them.  Except as set forth in the immediately preceding sentence, no person other than the Reporting Persons is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such Class A Shares beneficially owned by the Reporting Persons.  No advisory client is known to any Reporting Person to have, and except as otherwise set forth herein no Reporting Person has, the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, more than five percent of the Issuer’s Class A Shares.

(e) Not applicable.

Each of the Reporting Persons is a party to a Joint Filing Agreement dated as of September 26, 2024 (the “Joint Filing Agreement”), pursuant to which the Reporting Persons agreed to jointly file this Statement and any and all amendments and supplements hereto with the Commission.  The Joint Filing Agreement is filed herewith as Exhibit 1 and incorporated herein by reference.

Exhibit Index

Exhibit 1

Joint Filing Agreement

The undersigned parties hereby agree to the joint filing of the Statement on Schedule 13D filed herewith, and any amendments hereto, relating to Class A Common Shares of Five Point Holdings, LLC with the Securities and Exchange Commission pursuant to Rule 13d-1(k).

/s/ Robert E. Robotti		Robotti & Company, Incorporated
Robert E. Robotti
/s/ Suzanne Robotti		By:	/s/ Robert E. Robotti
Suzanne Robotti			Name: Robert E. Robotti
			Title: President and Treasurer

Robotti & Company Advisors, LLC			Ravenswood Management Company, LLC
By:	/s/ Robert E. Robotti		By:	/s/ Robert E. Robotti
	Name: Robert E. Robotti			Name: Robert E. Robotti
	Title: President and Treasurer			Title: Managing Director

The Ravenswood Investment Company, L.P.			Ravenswood Investments III, L.P.
By:	Ravenswood Management Company, LLC		By:	Ravenswood Management Company, LLC
	Its General Partner			Its General Partner
By:	/s/ Robert E. Robotti		By:	/s/ Robert E. Robotti
	Name: Robert E. Robotti			Name: Robert E. Robotti
	Title: Managing Director			Title: Managing Director

 

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