Filing Details

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

(Amendment No. ___)*

 

 

Under the Securities Exchange Act of 1934

 

 

 

FIVE POINT HOLDINGS, LLC

(Name of Issuer)

Class A Common Shares, no par value

(Title of Class of Securities)

33833Q106

(CUSIP Number)

December 31, 2017

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed:

 

[   ] Rule 13d-1(b)

[X] Rule 13d-1(c)

[   ] 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).

 

   

CUSIP NO.  33833Q106
(1) Names of Reporting Persons.  I.R.S. Identification Nos. of Above Persons (entities only):
	Marathon Asset Management, L.P.
(2) Check the Appropriate Box if a Member of a Group				(a) [   ]
				(b) [   ]
(3) SEC Use Only
(4) Citizenship or Place of Organization
	Delaware, United States
Number of Shares Beneficially Owned By Each Reporting Person With:		(5) Sole Voting Power:		3,938,704*
		(6) Shared Voting Power:		0*
		(7) Sole Dispositive Power:		3,938,704*
		(8) Shared Dispositive Power:		0*

 

(9) Aggregate Amount Beneficially Owned by Each Reporting Person:	3,938,704*
(10) Check if the Aggregate Amount  in Row  (9) Excludes Certain Shares (See Instructions):   N/A
(11) Percent of Class Represented by Amount in Row (9):	6.3%*
(12) Type of Reporting Person (See Instructions):   IA

 

* The Class A common shares, no par value per share (the “Shares”), of Five Point Holdings, LLC, a Delaware limited liability company (the “Company”), reported herein are held by funds and accounts (the “Funds and Accounts”) which are managed by Marathon Asset Management, L.P. (“Marathon”). The Shares reported exclude 306,751 Class A common units (the “Units”) of Five Point Operating Company, LLC (the “Operating Company”), owned by one Fund and Account. Holders of  Units of the Operating Company may exchange their Units for, at the Company’s option, either (i) Shares on a one-for-one basis (subject to adjustment in the event of share splits, distributions of shares, warrants or share rights, specified extraordinary distributions and similar events), or (ii) cash in an amount equal to the market value of such Shares at the time of exchange. Whether such units are acquired by the Company in exchange for Shares or for cash, if the holder also owns Class B common shares, then an equal number of that holder’s Class B common shares will automatically convert into Shares, at a ratio of 0.0003 Share for each Class B common share. One Fund and Account owns 306,751 Class B common shares of the Company. Pursuant to Rule 13d-3(d)(1), beneficial ownership amounts reported herein include 92 Shares that are issuable to upon conversion of such Class B common shares, which conversion would occur automatically in the event that Marathon elects to exchange or transfer certain equity interests owned in an affiliate of the Company. Marathon, in its capacity as the investment manager of each of the Funds and Accounts, has the sole power to vote and the sole power to direct the disposition of all Shares held by the Funds and Accounts. Accordingly, for the purposes of Reg. Section 240.13d-3, Marathon may be deemed to beneficially own an aggregate of 3,938,704 Shares, or 6.3% of the Shares deemed issued and outstanding as of December 31, 2017. The general partner of Marathon is Marathon Asset Management GP, L.L.C. Bruce Richards and Louis Hanover are the managing members of Marathon Asset Management GP, L.L.C. The beneficial ownership percentage reported herein is based on 62,314,850 Shares issued and outstanding as of October 31, 2017, as disclosed in the Company’s quarterly report on Form 10-Q, as filed with the Securities and Exchange Commission on November 13, 2017. This report shall not be deemed an admission that Marathon, each Fund and Account or any other person is the beneficial owner of the securities reported herein for purposes of Section 13 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

 

 

Item 1(a).  Name Of Issuer:
	Five Point Holdings, LLC
Item 1(b).  Address of Issuer’s Principal Executive Offices:
	25 Enterprise, Suite 300 Viejo, CA 92656
Item 2(a).  Name of Person Filing:
	Marathon Asset Management, L.P.
Item 2(b).  Address of Principal Business Office or, if None, Residence:
	One Bryant Park, 38th Floor New York, New York 10036
Item 2(c).  Citizenship:
	Delaware, United States
Item 2(d).  Title of Class of Securities:
	Class A Common Shares, no par value
Item 2(e).  CUSIP No.:
	33833Q106
Item 3.  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:
	Not Applicable.
Item 4.  Ownership:
		(a)  Amount Beneficially Owned:	3,938,704*
		(b)  Percent of Class:	6.3%*

 

 

	(c)  Number of Shares as to which such person has:
		(i)  Sole power to vote or to direct the vote:	3,938,704*
		(ii)  Shared power to vote or to direct the vote:	0*
		(iii)  Sole power to dispose or to direct the disposition of:	3,938,704*
		(iv)  Shared power to dispose or to direct the disposition of:	0*

__________________

* The Class A common shares, no par value per share (the “Shares”), of Five Point Holdings, LLC, a Delaware limited liability company (the “Company”), reported herein are held by funds and accounts (the “Funds and Accounts”) which are managed by Marathon Asset Management, L.P. (“Marathon”). The Shares reported exclude 306,751 Class A common units (the “Units”) of Five Point Operating Company, LLC (the “Operating Company”), owned by one Fund and Account. Holders of Units of the Operating Company may exchange their Units for, at the Company’s option, either (i) Shares on a one-for-one basis (subject to adjustment in the event of share splits, distributions of shares, warrants or share rights, specified extraordinary distributions and similar events), or (ii) cash in an amount equal to the market value of such Shares at the time of exchange. Whether such units are acquired by the Company in exchange for Shares or for cash, if the holder also owns Class B common shares, then an equal number of that holder’s Class B common shares will automatically convert into Shares, at a ratio of 0.0003 Share for each Class B common share. One Fund and Account owns 306,751 Class B common shares of the Company. Pursuant to Rule 13d-3(d)(1), beneficial ownership amounts reported herein include 92 Shares that are issuable to upon conversion of such Class B common shares, which conversion would occur automatically in the event that Marathon elects to exchange or transfer certain equity interests owned in an affiliate of the Company. Marathon, in its capacity as the investment manager of each of the Funds and Accounts, has the sole power to vote and the sole power to direct the disposition of all Shares held by the Funds and Accounts. Accordingly, for the purposes of Reg. Section 240.13d-3, Marathon may be deemed to beneficially own an aggregate of 3,938,704 Shares, or 6.3% of the Shares deemed issued and outstanding as of December 31, 2017. The general partner of Marathon is Marathon Asset Management GP, L.L.C. Bruce Richards and Louis Hanover are the managing members of Marathon Asset Management GP, L.L.C. The beneficial ownership percentage reported herein is based on 62,314,850 Shares issued and outstanding as of October 31, 2017, as disclosed in the Company’s quarterly report on Form 10-Q, as filed with the Securities and Exchange Commission on November 13, 2017. This report shall not be deemed an admission that Marathon, each Fund and Account or any other person is the beneficial owner of the securities reported herein for purposes of Section 13 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

 

Item 5.  Ownership of Five Percent or Less of a Class:
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following [   ].
Item 6.  Ownership of More Than Five Percent on Behalf of Another Person:
	Not Applicable.
Item 7.  Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company:
	Not Applicable.
Item 8.  Identification and Classification of Members of the Group:
	Not Applicable.
Item 9.  Notice of Dissolution of Group:
	Not Applicable.

Item 10.  Certification:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

 

 

  

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.

 

	March 2, 2018
	MARATHON ASSET MANAGEMENT, L.P.
	By:  Marathon Asset Management GP, L.L.C., its general partner
	By:	/s/ Andrew Rabinowitz
		Name:  Andrew Rabinowitz
		Title:  Authorized Person

 

 

Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (See 18 U.S.C. 1001).