Five Point Holdings, LLC — Major Shareholding Notification 2019

Feb 14, 2019

SC 13G/A 1 fivepoint_13gam1dec312018.htm FIVE POINT HOLDINGS, LLC AMENDMENT NO. 1

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Amendment No. 1)*

Under the Securities Exchange Act of 1934

| FIVE
POINT HOLDINGS, LLC |
| --- |
| (Name
of Issuer) |
| Class
A Common Shares, no par value |
| (Title
of Class of Securities) |
| 33833Q106 |
| (CUSIP
Number) |
| December
31, 2018 |
| (Date
of Event Which Requires Filing of this Statement) |

Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed:

[ ] Rule 13d-1(b)

[X] Rule 13d-1(c)

[ ] Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“ Act ”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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| CUSIP
NO. 33833Q106 | | |
| --- | --- | --- |
| (1) Names of Reporting Persons. I.R.S.
Identification Nos. of Above Persons (entities only): | | |
| Marathon
Asset Management, L.P. | | |
| (2) Check
the Appropriate Box if a Member of a Group (See
Instructions): | | (a) [ ] |
| | | (b) [ ] |
| (3) SEC
Use Only | | |
| (4) Citizenship or Place of
Organization | | |
| Delaware,
United States | | |
| Number
of Shares Beneficially Owned By Each Reporting Person With | (5) Sole
Voting Power: | 1,472,235 |
| | (6) Shared
Voting Power: | 0 |
| | (7) Sole
Dispositive Power: | 1,472,235 |
| | (8) Shared
Dispositive Power: | 0 |

| (9) Aggregate
Amount Beneficially Owned by Each Reporting Person: | 1,472,235 |
| --- | --- |
| (10) Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions): N/A | |
| (11) Percent
of Class Represented by Amount in Row (9): | 2.2% |
| (12) Type
of Reporting Person (See Instructions): IA | |

*This filing constitutes an exit filing as reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities. The Class A common shares, no par value per share (the “ Shares ”), of Five Point Holdings, LLC, a Delaware limited liability company (the “ Company ”), reported herein are held by funds and accounts (the “ Funds and Accounts ”) which are managed by Marathon Asset Management, L.P. (“ Marathon ”). Marathon, in its capacity as the investment manager of each of the Funds and Accounts, has the sole power to vote and the sole power to direct the disposition of all Shares held by the Funds and Accounts. Accordingly, for the purposes of Reg. Section 240.13d-3, Marathon may be deemed to beneficially own an aggregate of 1,472,235 Shares, or 2.2% of the Shares deemed issued and outstanding as of December 31, 2018. The general partner of Marathon is Marathon Asset Management GP, L.L.C. Bruce Richards and Louis Hanover are the managing members of Marathon Asset Management GP, L.L.C. The beneficial ownership percentage reported herein is based on 66,504,137 Shares issued and outstanding as of October 31, 2018, as disclosed in the Company’s quarterly report on Form 10-Q, as filed with the Securities and Exchange Commission on November 14, 2018. This report shall not be deemed an admission that Marathon, each Fund and Account or any other person is the beneficial owner of the securities reported herein for purposes of Section 13 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

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| Item
1(a). Name Of Issuer: |
| --- |
| Five Point Holdings, LLC |
| Item
1(b). Address of Issuer’s Principal Executive Offices: |
| 25 Enterprise, Suite 300 Aliso Viejo, California
92656 |
| Item
2(a). Name of Person Filing: |
| Marathon
Asset Management, L.P. |
| Item 2(b). Address
of Principal Business Office or, if None, Residence: |
| One Bryant Park, 38th Floor New York, New York 10036 |
| Item 2(c). Citizenship: |
| Delaware,
United States |
| Item 2(d). Title
of Class of Securities: |
| Class
A Common Shares, no par value |
| Item 2(e). CUSIP
No.: |
| 33833Q106 |
| Item
3. If this Statement is Filed Pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the Person
Filing is a: |
| Not Applicable. |

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ITEM 4. Ownership

| (a) Amount Be neficially
Owned: | 1,472,235 |
| --- | --- |
| (b) Percent
of Class: | 2.2% |
| (c) Number
of Shares as to which such person has: | |
| (i) Sole
power to vote or to direct the vote: | 1,472,235 |
| (ii) Shared
power to vote or to direct the vote: | 0 |
| (iii) Sole
power to dispose or to direct the disposition of: | 1,472,235 |
| (iv) Shared
power to dispose or to direct the disposition of: | 0 |

---

• The Class A common shares, no par value per share (the “ Shares ”), of Five Point Holdings, LLC, a Delaware limited liability company (the “ Company ”), reported herein are held by funds and accounts (the “ Funds and Accounts ”) which are managed by Marathon Asset Management, L.P. (“ Marathon ”). Marathon, in its capacity as the investment manager of each of the Funds and Accounts, has the sole power to vote and the sole power to direct the disposition of all Shares held by the Funds and Accounts. Accordingly, for the purposes of Reg. Section 240.13d-3, Marathon may be deemed to beneficially own an aggregate of 1,472,235 Shares, or 2.2% of the Shares deemed issued and outstanding as of December 31, 2018. The general partner of Marathon is Marathon Asset Management GP, L.L.C. Bruce Richards and Louis Hanover are the managing members of Marathon Asset Management GP, L.L.C. The beneficial ownership percentage reported herein is based on 66,504,137 Shares issued and outstanding as of October 31, 2018, as disclosed in the Company’s quarterly report on Form 10-Q, as filed with the Securities and Exchange Commission on November 14, 2018. This report shall not be deemed an admission that Marathon, each Fund and Account or any other person is the beneficial owner of the securities reported herein for purposes of Section 13 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

Item 5. Ownership of Five Percent or Less of a Class:
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following [X].
Item 6. Ownership of More Than Five Percent on Behalf of Another Person:
Not Applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company:
Not Applicable.

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Item 8.	Identification and Classification of Members of the Group:
	Not Applicable.
Item 9.	Notice of Dissolution of Group:
	Not Applicable.
Item 10.	Certification:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

February 14, 2019
MARATHON ASSET MANAGEMENT, L.P.
By: Marathon Asset Management GP, L.L.C., its general partner
By:	/s/ Andrew Rabinowitz
	Name: Andrew Rabinowitz
	Title: Authorized Person

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).