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 *
Levinson Sam
  2. Issuer Name and Ticker or Trading Symbol
Five Point Holdings, LLC [FPH] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
80 PARK PLAZA, SUITE 21A		 3. Date of Earliest Transaction (Month/Day/Year)
10/22/2024
(Street)

NEWARK, NJ 07102		 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 10/22/2024   P   3,283,024 A $ 3.15 6,219,241 I See Footnote (1)
Class A common shares 10/23/2024   A   10,730 (2) A $ 0 10,730 D  

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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
Class B common shares (3) 10/22/2024   P   18,965,322     (3)   (3) Class A common shares 5,689.6 (3) $ 0.0009 18,965,322 I See Footnote (4)
Class A units of Five Point Operating Company, LP (3) 10/22/2024   P   7,101,625     (3)   (3) Class A common shares 7,101,625 (3) $ 3.15 7,101,625 I See Footnote (4)
Class A units of The Shipyard Communities, LLC (3) 10/22/2024   P   11,863,697     (3)   (3) Class A common shares 11,863,697 (3) $ 3.15 11,863,697 I See Footnote (4)

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Levinson Sam
80 PARK PLAZA
SUITE 21A
NEWARK, NJ 07102		   X      

Signatures

 /s/ Mike Alvarado, as attorney-in-fact   10/24/2024
**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) The Class A common shares are owned by GFFP Holdings, LLC (GFFP). GF GW II, LLC (GF GW) is the managing member of GFFP, and Mr. Levinson is a managing member of GF GW. By virtue of these relationships, Mr. Levinson may be deemed to beneficially own the Class A common shares owned by GFFP.
(2) This award represents an award pursuant to the Company's director compensation program, prorated for service through the end of 2024. Mr. Levinson was granted restricted shares that will vest on December 31, 2024, subject to his continued service with the Company through such vesting date.
(3) Class A units of The Shipyard Communities, LLC (San Francisco Venture) are exchangeable for Class A units of Five Point Operating Company, LP (Operating Company) on a one-for-one basis. Holders of Class A units of the Operating Company may exchange their units for, at the Company's option, either Class A common shares on a one-for-one basis or an equivalent amount in cash based on the then prevailing market price of the Class A common shares. When the Company acquires Class A units of the Operating Company, whether for Class A common shares or for cash, an equivalent number of the exchanging holder's Class B common shares will automatically convert into Class A common shares, with each Class B common share convertible into 0.0003 Class A common shares.
(4) The Class B common shares, Class A units of the Operating Company and Class A units of the San Francisco Venture are owned by GFFP. By virtue of the relationships described in footnote 1, Mr. Levinson may be deemed to beneficially own the securities owned by GFFP.

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