<SEC-DOCUMENT>0000899243-17-012530.txt : 20170509
<SEC-HEADER>0000899243-17-012530.hdr.sgml : 20170509
<ACCEPTANCE-DATETIME>20170509180649
ACCESSION NUMBER:		0000899243-17-012530
CONFORMED SUBMISSION TYPE:	3
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20170509
FILED AS OF DATE:		20170509
DATE AS OF CHANGE:		20170509

ISSUER:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			Five Point Holdings, LLC
		CENTRAL INDEX KEY:			0001574197
		STANDARD INDUSTRIAL CLASSIFICATION:	REAL ESTATE [6500]
		IRS NUMBER:				270599397
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	BUSINESS ADDRESS:	
		STREET 1:		25 ENTERPRISE
		STREET 2:		SUITE 300
		CITY:			ALISO VIEJO
		STATE:			CA
		ZIP:			92656
		BUSINESS PHONE:		(949) 349-1000

	MAIL ADDRESS:	
		STREET 1:		25 ENTERPRISE
		STREET 2:		SUITE 300
		CITY:			ALISO VIEJO
		STATE:			CA
		ZIP:			92656

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	Newhall Holding Company, LLC
		DATE OF NAME CHANGE:	20130411

REPORTING-OWNER:	

	OWNER DATA:	
		COMPANY CONFORMED NAME:			McWilliams Greg
		CENTRAL INDEX KEY:			0001704078

	FILING VALUES:
		FORM TYPE:		3
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-38088
		FILM NUMBER:		17827850

	MAIL ADDRESS:	
		STREET 1:		25124 SPRINGFIELD COURT, SUITE 300
		CITY:			VALENCIA
		STATE:			CA
		ZIP:			91355
</SEC-HEADER>
<DOCUMENT>
<TYPE>3
<SEQUENCE>1
<FILENAME>doc3.xml
<DESCRIPTION>FORM 3 SUBMISSION
<TEXT>
<XML>
<?xml version="1.0"?>
<ownershipDocument>

    <schemaVersion>X0206</schemaVersion>

    <documentType>3</documentType>

    <periodOfReport>2017-05-09</periodOfReport>

    <noSecuritiesOwned>0</noSecuritiesOwned>

    <issuer>
        <issuerCik>0001574197</issuerCik>
        <issuerName>Five Point Holdings, LLC</issuerName>
        <issuerTradingSymbol>FPH</issuerTradingSymbol>
    </issuer>

    <reportingOwner>
        <reportingOwnerId>
            <rptOwnerCik>0001704078</rptOwnerCik>
            <rptOwnerName>McWilliams Greg</rptOwnerName>
        </reportingOwnerId>
        <reportingOwnerAddress>
            <rptOwnerStreet1>C/O FIVE POINT NEWHALL RANCH</rptOwnerStreet1>
            <rptOwnerStreet2>25124 SPRINGFIELD COURT, SUITE 300</rptOwnerStreet2>
            <rptOwnerCity>VALENCIA</rptOwnerCity>
            <rptOwnerState>CA</rptOwnerState>
            <rptOwnerZipCode>91355</rptOwnerZipCode>
            <rptOwnerStateDescription></rptOwnerStateDescription>
        </reportingOwnerAddress>
        <reportingOwnerRelationship>
            <isDirector>0</isDirector>
            <isOfficer>1</isOfficer>
            <isTenPercentOwner>0</isTenPercentOwner>
            <isOther>0</isOther>
            <officerTitle>See Remarks</officerTitle>
        </reportingOwnerRelationship>
    </reportingOwner>

    <nonDerivativeTable>
        <nonDerivativeHolding>
            <securityTitle>
                <value>Class A common shares</value>
            </securityTitle>
            <postTransactionAmounts>
                <sharesOwnedFollowingTransaction>
                    <value>26599</value>
                </sharesOwnedFollowingTransaction>
            </postTransactionAmounts>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>I</value>
                </directOrIndirectOwnership>
                <natureOfOwnership>
                    <value>By trust</value>
                    <footnoteId id="F1"/>
                </natureOfOwnership>
            </ownershipNature>
        </nonDerivativeHolding>
        <nonDerivativeHolding>
            <securityTitle>
                <value>Class A common shares</value>
            </securityTitle>
            <postTransactionAmounts>
                <sharesOwnedFollowingTransaction>
                    <value>43282</value>
                    <footnoteId id="F2"/>
                </sharesOwnedFollowingTransaction>
            </postTransactionAmounts>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>D</value>
                </directOrIndirectOwnership>
            </ownershipNature>
        </nonDerivativeHolding>
    </nonDerivativeTable>

    <derivativeTable>
        <derivativeHolding>
            <securityTitle>
                <value>Restricted share units</value>
                <footnoteId id="F3"/>
            </securityTitle>
            <conversionOrExercisePrice>
                <footnoteId id="F3"/>
            </conversionOrExercisePrice>
            <exerciseDate>
                <footnoteId id="F3"/>
            </exerciseDate>
            <expirationDate>
                <footnoteId id="F3"/>
            </expirationDate>
            <underlyingSecurity>
                <underlyingSecurityTitle>
                    <value>Class A common shares</value>
                </underlyingSecurityTitle>
                <underlyingSecurityShares>
                    <value>159052</value>
                </underlyingSecurityShares>
            </underlyingSecurity>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>D</value>
                </directOrIndirectOwnership>
            </ownershipNature>
        </derivativeHolding>
    </derivativeTable>

    <footnotes>
        <footnote id="F1">26,599 Class A common shares of Five Point Holdings, LLC (the &quot;Company&quot;) are owned by the McWilliams Family Trust established August 23, 2004, of which Mr. McWilliams and his wife serve as co-trustees.</footnote>
        <footnote id="F2">These restricted shares are subject to certain restrictions upon transfer and rights of forfeiture as set forth in the Five Point Holdings, LLC 2016 Incentive Award Plan (the &quot;2016 Incentive Award Plan) and an agreement entered into between the registered owner and the Company, copies of which are on file with the secretary of the Company. Such restricted shares will vest in three equal annual installments beginning on January 15, 2018.</footnote>
        <footnote id="F3">Such  restricted share units granted to Mr. McWilliams pursuant to the 2016 Incentive Award Plan have vested and will settle on a one-for-one basis in Class A common shares or cash, at the option of the Company, in three equal annual installments beginning on January 15, 2018.</footnote>
    </footnotes>

    <remarks>REGIONAL PRESIDENT- Southern California</remarks>

    <ownerSignature>
        <signatureName>/s/ Michael Alvarado, as attorney-in-fact</signatureName>
        <signatureDate>2017-05-09</signatureDate>
    </ownerSignature>
</ownershipDocument>
</XML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24
<SEQUENCE>2
<FILENAME>attachment1.htm
<DESCRIPTION>EX-24 DOCUMENT
<TEXT>
<HTML>
<HEAD>
</HEAD>
<BODY>
<PRE>
                                POWER OF ATTORNEY
                         For Executing Forms 3, 4 and 5

KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints
each of Emile Haddad, Erik Higgins and Michael Alvarado or any of them, each
acting alone, his or her true and lawful attorney-in-fact to:

(1)     execute for and on behalf of the undersigned a Form 3, Form 4 or Form 5,
        or any amendment thereto, relating to the securities of Five Point
        Holdings, LLC, in accordance with Section 16(a) of the Securities
        Exchange Act of 1934 and the rules thereunder;

(2)     do and perform any and all acts for and on behalf of the undersigned
        which may be necessary or desirable to complete the execution of such
        Form 3, Form 4 or Form 5, or any amendment thereto, and the timely
        filing of such form with the United States Securities and Exchange
        Commission and any other authority; and

(3)     take any other action of any type whatsoever in connection with the
        foregoing which, in the opinion of such attorney-in-fact, may be of
        benefit to, in the best interest of, or legally required by, the
        undersigned, it being understood that the documents executed by such
        attorney-in-fact on behalf of the undersigned pursuant to this Power of
        Attorney shall be in such form and shall contain such terms and
        conditions as such attorney-in-fact may approve in his or her
        discretion.

The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform all and every act and thing whatsoever requisite,
necessary and proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this Power of Attorney and the rights and powers herein
granted. The undersigned acknowledges that each of the foregoing
attorneys-in-fact, in serving in such capacity at the request of the
undersigned, is not assuming any of the undersigned's responsibilities to comply
with Section 16 of the Securities Exchange Act of 1934. This Power of Attorney
shall remain in full force and effect until the undersigned is no longer
required to file Forms 3, 4 and 5 with respect to the undersigned's holdings of
and transactions in securities issued by Five Point Holdings, LLC unless earlier
revoked by the undersigned in a signed writing delivered to the foregoing
attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 30th day of March, 2017.

                                /s/ Greg McWilliams
                                ---------------------------
                                Name: Greg McWilliams
</PRE>
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</SEC-DOCUMENT>
