10/15/2025 | Press release | Distributed by Public on 10/15/2025 18:47
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
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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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| 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) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Haddad Emile C/O FIVE POINT HOLDINGS, LLC 2000 FIVEPOINT, 4TH FLOOR IRVINE, CA 92618 |
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| /s/ Mike Alvarado, as attorney-in-fact | 10/15/2025 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (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. |