Five Point Holdings, LLC — Director's Dealing 2017

May 9, 2017

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Five Point Holdings, LLC (FPH)
CIK: 0001574197
Period of Report: 2017-05-09

Reporting Person: Haddad Emile (Director, See Remarks)

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A common shares	304760	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class A units of Five Point Operating Company, LLC	$		Class A common shares (3137134)		Indirect
Class B common shares	$		Class A common shares (941)		Indirect
Restricted share units	$		Class A common shares (869734)		Direct

Footnotes

F1: Includes 173,126 restricted shares that 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 Five Point Holdings, LLC (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.

F2: 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.

F3: The Class B common shares of the Company and Class A units of the Operating Company are owned by Doni, Inc. Doni, Inc. is owned and controlled by Mr. Haddad's family trust, of which Mr. Haddad and his wife serve as co-trustees.

F4: Mr. Haddad holds 3,137,134 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.

F5: Such restricted share units ("RSUs") granted to Mr. Haddad pursuant to the 2016 Incentive Award Plan 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. One third of such RSUs has vested and the remaining RSUs will vest on January 15, 2018.