09/05/2025 | Press release | Distributed by Public on 09/05/2025 17:13
FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Restricted share units | (1) | 09/03/2025 | A | 700,000 | (2) | (2) | Class A common shares | 700,000 | $ 0 | 2,534,417 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Alvarado Michael C/O FIVE POINT HOLDINGS, LLC 2000 FIVEPOINT, 4TH FLOOR IRVINE, CA 92618 |
See Remarks |
/s/ Mike Alvarado | 09/05/2025 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | Each restricted share unit is a contingent right to receive one Class A common share. |
(2) | The restricted share units ("RSUs") were granted as part of the Company's executive compensation program to incentivize and reward outsized shareholder value creation. The RSUs will vest based upon the satisfaction of certain share price targets during the performance period between September 3, 2028, and September 3, 2030 (the "Performance Period"), with 20% of the RSUs eligible to vest upon the achievement of each of the following share price thresholds: $11.50, $14.25, $17.00, $19.75 and $22.50. The price thresholds represent a range of price appreciation of approximately 100% to 300% of the closing price of our Class A Shares on the grant date. Achievement of a price threshold will be determined using the average closing price for our Class A Shares across any 50 consecutive trading day period within the Performance Period, with the closing price for at least 25 of such trading days at or above the applicable price threshold. |
Remarks: Chief Operating Officer, Chief Legal Officer and Vice President |