Haddad Emile 4
4 · Five Point Holdings, LLC · Filed Dec 23, 2020
Insider Transaction Report
Form 4
Haddad Emile
Director
Transactions
- Gift
Class A units of Five Point Operating Company, LP
2020-12-21−0→ 3,137,134 total(indirect: By Doni, Inc.)→ Class A common shares (3,137,134 underlying) - Gift
Class B common shares
2020-12-21−0→ 3,137,134 total(indirect: By Doni, Inc.)→ Class A common shares (941 underlying)
Footnotes (4)
- [F1]Under the Limited Partnership Agreement of Five Point Operating Company, LP (the "Operating Company"), holders of Class A units of the Operating Company may exchange their Class A units for Class A common shares of the Issuer on a one-for-one basis or for cash, at the option of the Issuer.
- [F2]On December 21, 2020, Mr. Haddad gifted, for estate planning purposes, non-voting shares in Doni, Inc. to family members. Doni, Inc. is controlled by Mr. Haddad's family trust, of which Mr. Haddad and his wife serve as co-trustees.
- [F3]On the basis of Mr. Haddad's relationship with Doni, Inc., he may be deemed to beneficially own the Class A units of the Operating Company and Class B common shares of the Issuer held by Doni, Inc. Mr. Haddad disclaims beneficial ownership of these units and shares except to the extent of his pecuniary interest therein.
- [F4]If the holder of Class A units of the Operating Company tenders any such units for redemption, then an equal number of Class B common shares will convert into Class A common shares of the Issuer. In addition, if the holder of Class B common shares attempts to transfer any such shares to anyone other than certain permitted transferees, then such Class B common shares will automatically convert into Class A common shares of the Issuer. In either case, the conversion ratio is 0.0003 Class A common shares for each Class B common share. No redemptions or conversions occurred in connection with the transactions disclosed herein.