SEC Form 4 · accession 0000919574-18-003553
Trinity Place Holdings Inc. · TPHS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
MARCATO CAPITAL MANAGEMENT LP
10% Owner
Richard McGuire
10% Owner
Marcato Holdings LLC
10% Owner
Period of report
May 10, 2018
Accepted (ET)
May 14, 2018 · 6:14 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000724742
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, $0.01 par value per shareF1,F2 | May 10, 2018 | S | 7,000 | $7.02 | D | 3,808,332 | I | See Footnote |
| Common Stock, $0.01 par value per shareF3,F2 | May 11, 2018 | S | 2,104 | $7.00 | D | 3,806,228 | I | See Footnote |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $7.01 to $7.04 per share, inclusive. The Reporting Persons undertake to provide to the staff of the Securities and Exchange Commission, the Issuer, or any security holder of the Issuer, upon request, full information regarding the number of shares purchased at each separate price.
- F2The securities are held in the account of Marcato International Master Fund, Ltd. (the "Fund") and may be deemed to be beneficially owned by (i) Marcato Capital Management LP, the investment manager of the Fund, (ii) Marcato Holdings LLC, by virtue of its role as the general partner of Marcato Capital Management LP, and (iii) Richard McGuire III, the managing partner of Marcato Capital Management LP and the managing member of its general partner, Marcato Holdings LLC. Each of Marcato Capital Management LP, Marcato Holdings LLC and Richard McGuire III disclaims beneficial ownership of these reported securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that any such person is the beneficial owner of these securities for purposes of Section 16 of the U.S. Securities Exchange Act of 1934, as amended, or for any other purpose.
- F3The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $6.98 to $7.00 per share, inclusive. The Reporting Persons undertake to provide to the staff of the Securities and Exchange Commission, the Issuer, or any security holder of the Issuer, upon request, full information regarding the number of shares purchased at each separate price.