Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
FIVE POINT HOLDINGS, LLC
(Name of Issuer)
Class A Common Shares, no par value
(Title of Class of Securities)
33833Q106
(CUSIP Number)
December 31, 2019
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
[ ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[X] Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person’s initial
filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be
“filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
Continued on following pages
Page 1 of 12 Pages
Exhibit Index: Page 11
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SCHEDULE 13G
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CUSIP No. : 33833Q106
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Page 2 of 12 Pages
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1.
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Names of Reporting Persons.
ANCHORAGE CAPITAL GROUP, L.L.C.
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2.
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Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
Delaware
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Number of
Shares
Beneficially
Owned by Each
Reporting
Person With
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5.
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Sole Voting Power
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0
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6.
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Shared Voting Power
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0
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7.
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Sole Dispositive Power
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0
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8.
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Shared Dispositive Power
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0
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
0
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
[ ]
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11.
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Percent of Class Represented by Amount in Row (9)
0.0%
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12.
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Type of Reporting Person:
OO, IA
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SCHEDULE 13G
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CUSIP No. : 33833Q106
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Page 3 of 12 Pages
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1.
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Names of Reporting Persons.
ANCHORAGE ADVISORS MANAGEMENT, L.L.C.
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2.
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Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
Delaware
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Number of
Shares
Beneficially
Owned by Each
Reporting
Person With
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5.
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Sole Voting Power
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0
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6.
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Shared Voting Power
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0
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7.
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Sole Dispositive Power
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0
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8.
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Shared Dispositive Power
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0
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
0
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
[ ]
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11.
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Percent of Class Represented by Amount in Row (9)
0.0%
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12.
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Type of Reporting Person:
OO, HC
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SCHEDULE 13G
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CUSIP No. : 33833Q106
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Page 4 of 12 Pages
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1.
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Names of Reporting Persons.
KEVIN M. ULRICH
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2.
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Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
Canada
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Number of
Shares
Beneficially
Owned by Each
Reporting
Person With
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5.
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Sole Voting Power
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0
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6.
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Shared Voting Power
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0
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7.
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Sole Dispositive Power
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0
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8.
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Shared Dispositive Power
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0
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
0
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
[ ]
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11.
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Percent of Class Represented by Amount in Row (9)
0.0%
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12.
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Type of Reporting Person:
IN, HC
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SCHEDULE 13G
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CUSIP No. : 33833Q106
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Page 5 of 12 Pages
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1.
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Names of Reporting Persons.
ACMO REL HOLDINGS, L.L.C.
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2.
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Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
Delaware
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Number of
Shares
Beneficially
Owned by Each
Reporting
Person With
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5.
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Sole Voting Power
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0
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6.
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Shared Voting Power
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0
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7.
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Sole Dispositive Power
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0
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8.
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Shared Dispositive Power
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0
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
0
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
[ ]
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11.
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Percent of Class Represented by Amount in Row (9)
0.0%
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12.
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Type of Reporting Person:
OO
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SCHEDULE 13G
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CUSIP No. : 33833Q106
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Page 6 of 12 Pages
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1.
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Names of Reporting Persons.
ANCHORAGE CAPITAL PARTNERS, L.P.
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2.
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Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
Delaware
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Number of
Shares
Beneficially
Owned by Each
Reporting
Person With
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5.
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Sole Voting Power
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0
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6.
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Shared Voting Power
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0
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7.
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Sole Dispositive Power
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0
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8.
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Shared Dispositive Power
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0
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
0
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
[ ]
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11.
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Percent of Class Represented by Amount in Row (9)
0.0%
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12.
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Type of Reporting Person:
OO
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Page 7 of 12 Pages
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Item 1(a).
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Name of Issuer:
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Five Point Holdings, LLC (the “Issuer”)
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Item 1(b).
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Address of Issuer’s Principal Executive Offices:
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15131 Alton Parkway, 4th Floor, Irvine, CA 92618
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Item 2(a).
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Name of Person Filing:
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This Statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”):
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i)
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Anchorage Capital Group, L.L.C. (“Capital Group”);
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| ii) | Anchorage Advisors Management, L.L.C. (“Management”); | |
| iii) |
Kevin M. Ulrich (“Mr. Ulrich”);
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iv)
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ACMO REL Holdings, L.L.C. (“REL”); and
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v)
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Anchorage Capital Partners, L.P. (“ACP”).
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This statement relates to Shares (as defined herein) held for
the accounts of REL and ACP. Capital Group is the investment
advisor to each of REL and ACP. Management is the sole managing member of Capital Group. Mr. Ulrich is the Chief Executive Officer of Capital Group and the senior managing member of Management.
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Item 2(b).
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Address of Principal Business Office or, if None, Residence:
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The address of the principal business office of each of the Reporting Persons is 610
Broadway, 6th Floor, New York, NY 10012.
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Item 2(c).
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Citizenship:
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i)
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Capital Group is a Delaware limited liability company;
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| ii) |
Management is a Delaware limited liability company;
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| iii) |
Mr. Ulrich is a citizen of Canada;
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iv)
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REL is a Delaware limited liability company; and
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v)
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ACP is a Delaware limited partnership.
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Item 2(d).
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Title of Class of Securities:
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Class A Common Shares, no par value (“Shares”)
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Item 2(e).
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CUSIP Number:
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33833Q106
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Item 3.
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If This Statement is Filed Pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c),
Check Whether the Person Filing is a:
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This Item 3 is not applicable.
Page 8 of 12 Pages
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Item 4.
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Ownership:
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Item 4(a)
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Amount Beneficially Owned:
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As of December 31, 2019, each of Capital Group, Management and Mr. Ulrich may be
deemed the beneficial owner of 0 Shares.
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Item 4(b)
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Percent of Class:
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As of December 31, 2019, each of Capital Group, Management and Mr. Ulrich may be deemed the
beneficial owner of 0.0% of Shares outstanding. (There were 68,746,555 Shares outstanding as of October 31, 2019, according to the Issuer’s quarterly report on Form 10-Q, filed November 8, 2019.)
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Item 4(c)
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Number of Shares of which such person has:
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Each of Capital Group, Management and Mr. Ulrich
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(i) Sole power to vote or direct the vote:
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0
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(ii) Shared power to vote or direct the vote:
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0
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(iii) Sole power to dispose or direct the disposition of:
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0
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(iv) Shared power to dispose or direct the disposition of:
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0
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Item 5.
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Ownership of Five Percent or Less of a Class:
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Tf this statement is being filed to report the fact that as of the date hereof each of the Reporting Persons has ceased to be the beneficial owner of
more than five percent of the class of securities, check the following: ☒.
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person:
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This Item 6 is not applicable.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security
Being Reported on By the Parent Holding Company or Control Person: |
See disclosure in Item 2 hereof.
Page 9 of 12 Pages
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Item 8.
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Identification and Classification of Members of the Group:
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This Item 8 is not applicable.
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Item 9.
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Notice of Dissolution of Group:
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This Item 9 is not applicable.
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Item 10.
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Certification:
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This Item 10 is not applicable.
<
/div>
Page 10 of 12 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and
correct.
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ANCHORAGE CAPITAL GROUP, L.L.C.
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By:
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/s/ Kevin M. Ulrich | |
| Name: | Kevin M. Ulrich | ||
| Title: | Authorized Signatory | ||
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ANCHORAGE ADVISORS MANAGEMENT, L.L.C.
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By:
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/s/ Kevin M. Ulrich | |
| Name: | Kevin M. Ulrich | ||
| Title: | Authorized Signatory | ||
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KEVIN M. ULRICH
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| /s/ Kevin M. Ulrich | |||
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ACMO REL HOLDINGS, L.L.C.
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| By: Anchorage Capital Group, L.L.C., its investment manager | |||
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By:
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/s/ Natalie Birrell | |
| Name: | Natalie Birrell | ||
| Title: | Chief Operating Officer | ||
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ANCHORAGE CAPITAL PARTNERS, L.P.
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| By: Anchorage Capital Group, L.L.C., its investment manager | |||
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By:
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/s/ Natalie Birrell | |
| Name: | Natalie Birrell | ||
| Title: | Chief Operating Officer | ||
February 13, 2020
Page 11 of 12 Pages
EXHIBIT INDEX
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Ex.
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Page No.
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A
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Joint Filing Agreement
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12
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Page 12 of 12 Pages
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned agree that the statement on Schedule 13G with respect to the Class A Common Shares of Five Point Holdings, LLC dated as of February
13, 2020, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of them pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange
Act of 1934, as amended..
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ANCHORAGE CAPITAL GROUP, L.L.C.
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By:
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/s/ Kevin M. Ulrich | |
| Name: | Kevin M. Ulrich | ||
| Title: | Authorized Signatory | ||
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ANCHORAGE ADVISORS MANAGEMENT, L.L.C.
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|||
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By:
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/s/ Kevin M. Ulrich | |
| Name: | Kevin M. Ulrich | ||
| Title: | Authorized Signatory | ||
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KEVIN M. ULRICH
|
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| /s/ Kevin M. Ulrich | |||
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ACMO REL HOLDINGS, L.L.C.
|
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| By: Anchorage Capital Group, L.L.C., its investment manager | |||
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By:
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/s/ Natalie Birrell | |
| Name: | Natalie Birrell | ||
| Title: | Chief Operating Officer | ||
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ANCHORAGE CAPITAL PARTNERS, L.P.
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|||
| By: Anchorage Capital Group, L.L.C., its investment manager | |||
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By:
|
/s/ Natalie Birrell | |
| Name: | Natalie Birrell | ||
| Title: | Chief Operating Officer | ||
February 13, 2020