FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
McWilliams Greg
  2. Issuer Name and Ticker or Trading Symbol
Five Point Holdings, LLC [FPH] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
See Remarks
(Last)
(First)
(Middle)
C/O FIVE POINT HOLDINGS, LLC, 2000 FIVEPOINT, 4TH FLOOR		 3. Date of Earliest Transaction (Month/Day/Year)
03/08/2024
(Street)

IRVINE, CA 92618		 4. If Amendment, Date Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4) 		7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Class A common shares 03/09/2024   M   67,264 A (1) 310,114 D  
Class A common shares 03/09/2024   F   34,090 (2) D $ 3.02 276,024 D  
Class A common shares               226,232 I By trust

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted share units (3) 03/08/2024   A   149,006     (4)   (4) Class A common shares 149,006 $ 0 1,066,285 D  
Restricted share units (3) 03/08/2024   A   198,675     (5)   (5) Class A common shares 198,675 $ 0 1,264,960 D  
Restricted share units (3) 03/09/2024   M     67,264   (6)   (6) Class A common shares 67,264 (1) 1,197,696 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
McWilliams Greg
C/O FIVE POINT HOLDINGS, LLC
2000 FIVEPOINT, 4TH FLOOR
IRVINE, CA 92618		       See Remarks  

Signatures

 /s/ Michael Alvarado, as attorney-in-fact   03/12/2024
**Signature of Reporting Person Date

Explanation of Responses:

* 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. This transaction represents the settlement of restricted share units in Class A common shares on their scheduled vesting date.
(2) Represents shares withheld by the Company to satisfy tax withholding obligations in connection with the settlement of restricted share units previously granted to the reporting person. No shares were sold by the reporting person.
(3) Each restricted share unit is a contingent right to receive one Class A common share.
(4) The restricted share units will vest in equal installments over three years on March 8, 2025, March 8, 2026 and March 8, 2027, subject to the reporting person's continued service with the Issuer through the applicable vesting date.
(5) The restricted share units will vest based upon the satisfaction of certain price targets during the three-year performance period ending February 28, 2027.
(6) This award was granted on March 9, 2023. 67,264 restricted share units subject to the award vested on March 9, 2024 and the remaining unvested restricted share units are scheduled to vest on each of March 9, 2025 and March 9, 2026, assuming continued employment through the applicable vesting date.
 
Remarks:
Chief Policy Officer and Vice President

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