FivePoint Holdings LLC

09/05/2025 | Press release | Distributed by Public on 09/05/2025 17:12

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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
OMB APPROVAL
OMB Number: 3235-0287
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Hedigan Daniel
2. Issuer Name and Ticker or Trading Symbol
Five Point Holdings, LLC [FPH]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
See Remarks
(Last) (First) (Middle)
C/O FIVE POINT HOLDINGS, LLC, 2000 FIVEPOINT, 4TH FLOOR
3. Date of Earliest Transaction (Month/Day/Year)
09/03/2025
(Street)
IRVINE, CA 92618
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted share units (1) 09/03/2025 A 1,000,000 (2) (2) Class A common shares 1,000,000 $ 0 2,577,030 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Hedigan Daniel
C/O FIVE POINT HOLDINGS, LLC
2000 FIVEPOINT, 4TH FLOOR
IRVINE, CA 92618
See Remarks

Signatures

/s/ Mike Alvarado, as attorney-in-fact 09/05/2025
**Signature of Reporting Person Date

Explanation of Responses:

* 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) Each restricted share unit is a contingent right to receive one Class A common share.
(2) The restricted share units ("RSUs") were granted as part of the Company's executive compensation program to incentivize and reward outsized shareholder value creation. The RSUs will vest based upon the satisfaction of certain share price targets during the performance period between September 3, 2028, and September 3, 2030 (the "Performance Period"), with 20% of the RSUs eligible to vest upon the achievement of each of the following share price thresholds: $11.50, $14.25, $17.00, $19.75 and $22.50. The price thresholds represent a range of price appreciation of approximately 100% to 300% of the closing price of our Class A Shares on the grant date. Achievement of a price threshold will be determined using the average closing price for our Class A Shares across any 50 consecutive trading day period within the Performance Period, with the closing price for at least 25 of such trading days at or above the applicable price threshold.

Remarks:
President and Chief Executive Officer
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
FivePoint Holdings LLC published this content on September 05, 2025, and is solely responsible for the information contained herein. Distributed via SEC EDGAR on September 05, 2025 at 23:12 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]