Five Point Holdings, LLC — Director's Dealing 2024

Oct 24, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Five Point Holdings, LLC (FPH)
CIK: 0001574197
Period of Report: 2024-10-22

Reporting Person: Levinson Sam (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2024-10-22	Class A common shares	P	3283024	$3.15	Acquired	6219241	Indirect
2024-10-23	Class A common shares	A	10730	—	Acquired	10730	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2024-10-22	Class B common shares	$	P	18965322	Acquired		Class A common shares (5689.6)	Indirect
2024-10-22	Class A units of Five Point Operating Company, LP	$	P	7101625	Acquired		Class A common shares (7101625)	Indirect
2024-10-22	Class A units of The Shipyard Communities, LLC	$	P	11863697	Acquired		Class A common shares (11863697)	Indirect

Footnotes

F1: The Class A common shares are owned by GFFP Holdings, LLC (GFFP). GF GW II, LLC (GF GW) is the managing member of GFFP, and Mr. Levinson is a managing member of GF GW. By virtue of these relationships, Mr. Levinson may be deemed to beneficially own the Class A common shares owned by GFFP.

F2: This award represents an award pursuant to the Company's director compensation program, prorated for service through the end of 2024. Mr. Levinson was granted restricted shares that will vest on December 31, 2024, subject to his continued service with the Company through such vesting date.

F3: Class A units of The Shipyard Communities, LLC (San Francisco Venture) are exchangeable for Class A units of Five Point Operating Company, LP (Operating Company) on a one-for-one basis. Holders of Class A units of the Operating Company may exchange their units for, at the Company's option, either Class A common shares on a one-for-one basis or an equivalent amount in cash based on the then prevailing market price of the Class A common shares. When the Company acquires Class A units of the Operating Company, whether for Class A common shares or for cash, an equivalent number of the exchanging holder's Class B common shares will automatically convert into Class A common shares, with each Class B common share convertible into 0.0003 Class A common shares.

F4: The Class B common shares, Class A units of the Operating Company and Class A units of the San Francisco Venture are owned by GFFP. By virtue of the relationships described in footnote 1, Mr. Levinson may be deemed to beneficially own the securities owned by GFFP.