Levinson Files 13D for Five Point Holdings

TL;DR

**Levinson now has a 13D on Five Point Holdings (FPH). Watch this space.**

AI Summary

On October 23, 2024, Sam Levinson, through GF Investments, filed a Schedule 13D concerning Five Point Holdings, LLC. This filing indicates a change in beneficial ownership of the company's Class A Common Shares. The filing was made as of October 23, 2024, and the date of the event requiring the filing was October 22, 2024.

Why It Matters

This filing signals a potential shift in control or significant stakeholding in Five Point Holdings, LLC, which could impact its stock price and strategic direction.

Risk Assessment

Risk Level: medium — Schedule 13D filings often precede significant corporate actions or changes in control, introducing uncertainty and potential volatility.

Key Numbers

• 20241023 — Filing Date (Date the Schedule 13D was filed with the SEC.)
• 20241022 — Event Date (Date of the event that triggered the filing requirement.)

Key Players & Entities

• Sam Levinson (person) — Filing person and authorized to receive notices
• Five Point Holdings, LLC (company) — Subject company
• GF Investments (company) — Associated with Sam Levinson
• GF GW II, LLC (company) — Group member
• GFFP HOLDINGS, LLC (company) — Group member
• SIMON GLICK (person) — Group member

FAQ

Key Financial Figures

• $19,590,609.15 — ally owned by the Reporting Persons was $19,590,609.15. GFFP Holdings acquired such shares usi

Filing Documents

• n1361_x56-sc13d.htm (SC 13D) — 80KB
• n1361_x56exh99-1.htm (EX-99.1) — 101KB
• n1361_x56exh99-3.htm (EX-99.3) — 5KB
• 0001539497-24-002214.txt ( ) — 188KB

Security and

Item 1. Security and Issuer This a Delaware limited liability company (the "Issuer"), whose principal executive offices are located at 2000 Five Point, 4th Floor, Irvine, California 92618.

Identity and

Item 2. Identity and Background (a) This a United States citizen, GF GW II, LLC, a Delaware limited liability company ("GF GW"), and GFFP Holdings, LLC, a Delaware limited liability company ("GFFP Holdings" and, together with Mr. Levinson, Mr. Glick and GF GW, the "Reporting Persons"). (b) Mr. Glick and Mr. Levinson are managing members of GF GW. GF GW is the managing member of GFFP Holdings and makes investment decisions for GFFP Holdings. By virtue of these relationships, each of Mr. Levinson, Mr. Glick and GF GW may be deemed to beneficially own the Class A Common Shares owned directly by GFFP Holdings. Because of the relationships among the Reporting Persons, they are filing jointly solely for informational purposes. The filing of this statement is not an admission by any Reporting Person that such Reporting Person and any other Reporting Person or Reporting Persons constitute a "group" for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934 or Rule 13d-5 thereunder or for any other purpose, and each Reporting Person disclaims beneficial ownership of any Class A Common Shares owned by any other Reporting Person. (c) The address of the principal business of each of the Reporting Persons is c/o GF Investments, 80 Park Plaza, Suite 21A, Newark, NJ 07102. The principal business of each of Mr. Levinson and Mr. Glick is investments and Mr. Levinson currently serves as a director of the Issuer. GF GW is the managing member of GFFP Holdings, which holds securities of the Issuer and its subsidiaries. (d) During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of

Source and

Item 3. Source and Amount of Funds or Other Consideration The aggregate purchase price for the 6,219,241 Class A Common Shares beneficially owned by the Reporting Persons was $19,590,609.15. GFFP Holdings acquired such shares using funds from capital contributions from its members.

Purpose of

Item 4. Purpose of Transaction The Reporting Persons acquired an aggregate amount of 6,219,241 Class A Common Shares for investment purposes pursuant to a Share Purchase Agreement, dated as of September 27, 2024, by and among Castlelake I, L.P., Castlelake II, L.P., Castlelake III, L.P., Castlelake IV, L.P., Castlelake II Opportunities, L.P., CL V Investment Solutions LLC, COP Investing Partners, LLC, HFET Opportunities, LLC, HPSCP Opportunities, L.P., TCS II REO USA, LLC and TCS Diamond Solutions LLC (collectively, the "Sellers") and GFFP Holdings (the "Share Purchase Agreement"). On October 8, 2024, GFFP Holdings acquired 2,936,217 Class A Common Shares in an initial closing of the transactions contemplated by the Share Purchase Agreement, following satisfaction of conditions to the initial closing. On October 22, GFFP Holdings acquired an additional 3,283,024 Class A Common Shares in a subsequent closing of the transactions contemplated by the Share Purchase Agreement, following satisfaction of conditions to the subsequent closing. At the request of the Issuer, Mr. Levinson agreed to serve as a director of the Issuer and therefore will engage in regular discussions with the Board and management of the Issuer as part of his duties as a director. Mr. Levinson's appointment as a director of the Issuer by the Board became effective on October 16, 2024. maintain their present ownership of securities of the Issuer or sell some or all of the securities of the Issuer. The Reporting Persons may modify their plans depending on the Reporting Persons' evaluation of various factors, including the investment potential of the Class A Common Shares, the Issuer's business prospects and financial position, other developments concerning the Issuer, opportunities that may be available to the Issuer, the price level and availability of

Interest in

Item 5. Interest in Securities of the Issuer (a) The Reporting Persons may be deemed to beneficially own 6,224,931 Class A Common Shares, or approximately 9.0% of the outstanding Class A Common Shares, which includes 6,219,241 Class A Common Shares acquired pursuant to the Share Purchase Agreement and 5,690 Class A Common Shares issuable upon conversion of 18,965,322 Class B Common Shares acquired pursuant to the Share Purchase Agreement, as further described in Item 6. The foregoing percentage calculation is based on 69,358,504 Class A Common Shares of the Issuer outstanding as of October 11, 2024, as reported on the Form 10-Q filed by the Issuer on October 18, 2024. (b) Each Reporting Person may be deemed to have shared power to vote or direct the vote of, and shared power to dispose or direct the disposition of, all of the Class A Common Shares such Reporting Person may be deemed to beneficially own as specified in the foregoing paragraph. (c) Except as set forth in Item 4, no Reporting Person has effected any transactions in the Class A Common Shares during the past 60 days. (d) The members of GFFP Holdings have the right to receive dividends from, and proceeds from the sale of, the Class A Common Shares directly owned by GFFP Holdings in accordance with their respective interests in GFFP Holdings. No other person is known to the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, the Class A Common Shares beneficially owned by any of the Reporting Persons. (e) Not applicable.

Contracts,

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer Item 4 above summarizes certain provisions of the Share Purchase Agreement and is incorporated herein by reference. A copy of the Share Purchase Agreement is attached as an exhibit to this statement, and is incorporated herein by reference. In addition, as a result of the transactions contemplated by the Share Purchase Agreement, GFFP Holdings is the record holder of an aggregate of (i) 7,101,625 Class A Units of Five Point Operating Company, LP (the "Operating Company Class A Units"), (ii) 11,863,697 Class A Units of The Shipyard Communities, LLC (the "Shipyard Communities Class A Units"), and (iii) 18,965,322 Class B Common Shares of the Issuer. Pursuant to the Limited Partnership Agreement of Five Point Operating Company, LP and the Second Amended and Restated Operating Agreement of The Shipyard Communities, LLC, the Shipyard Communities Class A Units are exchangeable at any time for an equal number of Operating Company Class A Units, which in turn are exchangeable at the option of the Issuer for either (a) Class A Common Shares on a one-for-one basis or (b) cash in an amount equal to the market value of such shares at the time of exchange. Upon an exchange of Operating Company Class A Units for Class A Common Shares, an equal number of Class B Common Shares will automatically convert to Class A Common Shares on a 1-for-0.0003 basis. On May 2, 2016, the Issuer and certain of the Sellers (the "Seller TRA Entities"), among other current and former holders of Operating Company Class A Units and holders of Shipyard Communities Class A Units, entered into a Tax Receivable Agreement. The Tax Receivable Agreement provides for payments by the Issuer to such investors or their successors in aggregate amounts equal to 85% of the cash savings, if any, in income tax that the Issuer realizes as a result of (i) increases in tax basis that are attributable to exchanges

Material to be Filed as Exhibits

Item 7. Material to be Filed as Exhibits Exhibit No. Description 99.1 Share Purchase Agreement, dated as of September 27, 2024, by and among Castlelake I, L.P., Castlelake II, L.P., Castlelake III, L.P., Castlelake IV, L.P., Castlelake II Opportunities, L.P., CL V Investment Solutions LLC, COP Investing Partners, LLC, HFET Opportunities, LLC, HPSCP Opportunities, L.P., TCS II REO USA, LLC and TCS Diamond Solutions LLC and GFFP Holdings, LLC. 99.2 Tax Receivable Agreement, dated as of May 2, 2016, by and among Five Point Holdings, LLC and the other parties named therein (incorporated by reference to Exhibit 10.5 to the Issuer's Registration Statement on Form S-11 filed on April 7, 2017). 99.3 Joint Filing Agreement, dated as of October 23, 2024, by and among the Reporting Persons.

SIGNATURES

SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Date: October 23, 2024 SAM LEVINSON By: /s/ Sam Levinson GF GW II, LLC By: /s/ Sam Levinson Name: Sam Levinson Title: Authorized Signatory GFFP HOLDINGS, LLC By: /s/ Sam Levinson Name: Sam Levinson Title: Authorized Signatory SIMON GLICK By: /s/ Simon Glick

View Full Filing

View this SC 13D filing on SEC EDGAR