SEC Form 4 · accession 0000950142-17-000008
Trinity Place Holdings Inc. · TPHS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Period of report
Jan 3, 2017
Accepted (ET)
Jan 3, 2017 · 5:02 pm EST
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 shareF2,F1 | Jan 3, 2017 | J | 1,163,385 | — | A | 4,529,870 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Before giving affect to the transactions reported herein, the issuer's Common Stock, par value $0.01 per share ("Shares") were held in the account of Marcato International Master Fund, Ltd. ("Marcato IMF") and two other private investment funds (collectively, the "Funds") and may also be deemed to be beneficially owned by (i) Marcato Capital Management LP, the investment manager of the Funds, and (ii) Richard T. McGuire III, the managing partner of Marcato Capital Management LP. Each of Marcato Capital Management LP and Richard T. McGuire III disclaims beneficial ownership of these reported Shares 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.
- F2On the date set forth above, such private investment funds (other than Marcato IMF) contributed the Shares directly owned by them to Marcato IMF in an internal restructuring. The restructuring did not constitute a change in the number of Shares indirectly beneficially owned by Marcato Capital Management LP or Mr. McGuire.