LCG Holdings LLC's Form 4/A amendment
AmendedFive Point Holdings, LLC (FPH) · filed Jan 6, 2023
- Accession no.
- 0001013594-23-000009
- Filed
- Jan 6, 2023, 9:46 AM ET
- Trade date
- Dec 28-29, 2022
- Filing delay
- 9 days
- Rule 10b5-1 plan
- Not on the form (before 2023)
- Original filed
- Dec 29, 2022
This filing lists 3 non-derivative transactions. It carries over 3 transactions from the original filing that it did not restate. Open-market sales total $39.0K. It was filed 9 days after the trade.
This amendment restates part of 0001013594-22-000757 (filed Dec 29, 2022). The transactions it did not restate still count and are listed below.
Reporting owners
A Form 4 can have several reporting owners, such as a person and a fund they control. Trade tables show the first one.
| Owner | Relationship to the company |
|---|---|
| LCG Holdings LLCCIK 0001270742 | 10% Owner |
| Luxor Capital Group, LPCIK 0001316580 | 10% Owner |
| Luxor Capital Partners Offshore LtdCIK 0001356913 | 10% Owner |
| Luxor Capital Partners, LPCIK 0001393021 | 10% Owner |
| Luxor Wavefront, LPCIK 0001479129 | 10% Owner |
| Luxor Capital Partners Long Offshore, Ltd.CIK 0001843765 | 10% Owner |
Non-derivative securities (Table I)
Acquisitions and disposals of common stock and similar shares, one row per line on the filing.
| Trade date | Security | Transaction | Shares | Price | Value | Shares after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Dec 28, 2022 | Class A Common Shares, no par value | SSaleDisposed | −10,000 | $1.96 | −$19,635 | 9,547 | Indirect | |
| Dec 29, 2022 | Class A Common Shares, no par value | SSaleDisposed | −4,547 | $2.10 | −$9,555.98 | 5,000 | Indirect | |
| Dec 29, 2022 | Class A Common Shares, no par value | SSaleDisposed | −5,000 | $1.96 | −$9,800 | 0 | Indirect |
Carried over from the original filing
This amendment restates only part of the original filing. The original's other transactions still stand, and the trade tables on Livermore count them under this amendment.
From 0001013594-22-000757 (filed Dec 29, 2022).
Non-derivative securities (Table I)
| Trade date | Security | Transaction | Shares | Price | Value | Shares after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Dec 27, 2022 | Class A Common Shares, no par value | JOtherDisposed | −395,423 | –F9 | – | 495,985 | Indirect | |
| Dec 28, 2022 | Class A Common Shares, no par value | JOtherDisposed | −19,709 | –F9 | – | 476,276 | Indirect | |
| Dec 29, 2022 | Class A Common Shares, no par value | JOtherDisposed | −187,126 | –F9 | – | 279,150 | Indirect |
Footnotes on the original
The footnotes that the prices of these transactions refer to on the original filing.
- F9
Qena Master Fund distributed these shares in-kind to Qena Capital Partners, LP, which in turn distributed these shares in-kind to one of its limited partners, for no consideration.
Referenced by the price of 3 transactions in Table I.
Footnotes and remarks
Livermore keeps the footnotes that transaction prices refer to, all footnotes of amendments (Form 4/A) and the filing's remarks. Other footnotes, such as how indirect holdings are held or the details of a trading plan, are only in the original on SEC EDGAR.
- F1
This Form 4 is filed jointly by Luxor Capital Group, LP ("Luxor Capital Group"), Luxor Capital Partners, LP ("Onshore Fund"), Luxor Capital Partners Offshore, Ltd. ("Offshore Feeder Fund"), Luxor Wavefront, LP ("Wavefront Fund"), Luxor Capital Partners Long Offshore, Ltd. (the "Long Offshore Feeder Fund"), LCG Holdings, LLC ("LCG Holdings"), Luxor Management, LLC ("Luxor Management") and Christian Leone (collectively, the "Reporting Persons").
- F2
Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that may be deemed to collectively beneficially own more than 10% of the Issuer's outstanding shares of Common Stock. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. The filing of this Form 4 shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer he or it does not directly own.
- F3
Securities owned directly by Onshore Fund. Each of LCG Holdings and Luxor Capital Group, as the general partner and investment manager, respectively, of Onshore Fund, may be deemed to beneficially own the securities owned directly by Onshore Fund. Luxor Management, as the general partner of Luxor Capital Group, and Christian Leone, as the managing member of each of LCG Holdings and Luxor Management, may be deemed to beneficially own the securities owned directly by Onshore Fund.
- F4
Securities owned directly by Wavefront Fund. Each of LCG Holdings and Luxor Capital Group, as the general partner and investment manager, respectively, of Wavefront Fund, may be deemed to beneficially own the securities owned directly by Wavefront Fund. Luxor Management, as the general partner of Luxor Capital Group, and Christian Leone, as the managing member of each of LCG Holdings and Luxor Management, may be deemed to beneficially own the securities owned directly by Wavefront Fund.
- F5
Securities owned directly by Luxor Capital Partners Offshore Master Fund, LP ("Offshore Master Fund"). Offshore Feeder Fund, as the owner of a controlling interest in Offshore Master Fund, may be deemed to beneficially own the securities owned directly by Offshore Master Fund. Each of LCG Holdings and Luxor Capital Group, as the general partner and investment manager, respectively, of Offshore Master Fund, may be deemed to beneficially own the securities owned directly by Offshore Master Fund. Luxor Management, as the general partner of Luxor Capital Group, and Christian Leone, as the managing member of each of LCG Holdings and Luxor Management, may be deemed to beneficially own the securities owned directly by Offshore Master Fund.
- F6
Securities owned directly by Qena Capital Partners Offshore Master Fund, LP ("Qena Master Fund"). Each of LCG Holdings and Luxor Capital Group, as the general partner and investment manager, respectively of Qena Master Fund, may be deemed to beneficially own the securities owned directly by Qena Master Fund. Luxor Management, as the general partner of Luxor Capital Group, and Christian Leone, as the managing member of each of LCG Holdings and Luxor Management, may be deemed to beneficially own the securities owned directly by Qena Master Fund.
- F7
Securities owned directly by Thebes Offshore Master Fund, LP ("Thebes Master Fund"). Each of LCG Holdings and Luxor Capital Group, as the general partner and investment manager, respectively, of Thebes Master Fund, may be deemed to beneficially own the securities owned directly by Thebes Master Fund. Luxor Management, as the general partner of Luxor Capital Group, and Christian Leone, as the managing member of each of LCG Holdings and Luxor Management, may be deemed to beneficially own the securities owned directly by Thebes Master Fund.
- F8
Securities owned directly by Luxor Capital Partners Long Offshore Master Fund, LP ("Long Offshore Master Fund"). Long Offshore Feeder Fund, as the owner of a controlling interest in Long Offshore Master Fund, may be deemed to beneficially own the securities owned directly by Long Offshore Master Fund. Each of LCG Holdings and Luxor Capital Group, as the general partner and investment manager, respectively, of Long Offshore Master Fund, may be deemed to beneficially own the securities owned directly by Long Offshore Master Fund. Luxor Management, as the general partner of Luxor Capital Group, and Christian Leone, as the managing member of each of LCG Holdings and Luxor Management, may be deemed to beneficially own the securities owned directly by Long Offshore Master Fund. Long Offshore Master Fund disclaims beneficial ownership of these securities for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended.
- F9
On December 29, 2022, the Reporting Persons filed a Form 4 which inadvertently used an incorrect transaction date (and in connection incorrect amounts of securities disposed of and beneficially owned following the reported transaction) for certain transactions included in Table I. Table I now reflects the appropriate updates with respect to the transactions originally included in that Form 4.