Form 4 for FPH Five Point Holdings, LLC
Accepted 2024-10-24 00:00:00 ET · period of report 2024-10-22 · accession 0001574197-24-000090 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DI | 2024-10-24 | 2024-10-22 | FPH | Levinson Sam | Dir | P - Purchase | $3.15 | +3.28M | 6.22M | +112% | +$10.34M |
| D | 2024-10-24 | 2024-10-23 | FPH | Levinson Sam | Dir | A - Grant | $0.00 | +10.7K | 10.7K | New | $0 |
| DMI | 2024-10-24 | 2024-10-22 | FPH | Levinson Sam | Dir | P - Purchase | $1.57 | +37.93M | 18.97M | New | +$59.74M |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Class A common shares | 2024-10-22 | P | A | 3,283,024 | $3.15 | 6,219,241 | I See Footnote | — | — | (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. |
| 2 | Common | Class A common shares | 2024-10-23 | A | A | 10,730 | $0.00 | 10,730 | D | — | — | (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. |
| 3 | Derivative | Class A units of The Shipyard Communities, LLC | 2024-10-22 | P | A | 11,863,697 | $3.15 | 11,863,697 | I See Footnote | — · — to — | 11,863,697 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. (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. |
| 4 | Derivative | Class A units of Five Point Operating Company, LP | 2024-10-22 | P | A | 7,101,625 | $3.15 | 7,101,625 | I See Footnote | — · — to — | 7,101,625 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. (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. |
| 5 | Derivative | Class B common shares | 2024-10-22 | P | A | 18,965,322 | $0.00 | 18,965,322 | I See Footnote | — · — to — | 5,689.60 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. (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. |