SEC Form 4 · accession 0001144204-15-002414
Trinity Place Holdings Inc. · TPHS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Matthew Messinger
Officer — President and CEO
Period of report
Dec 31, 2014
Accepted (ET)
Jan 15, 2015 · 4:20 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000724742
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF3,F1,F2 | — | Dec 31, 2014 | A | 363,095 | A | — | — | Common Stock | 363,095 | 363,095 | D |
Explanation of responses
- F1Each restricted stock unit ("RSU") converts into one share of common stock of Trinity Place Holdings Inc. (the "Issuer").
- F2The RSUs will vest and be settled as follows: (i) 125,000 RSUs will vest in three equal annual installments beginning December 31, 2015 and ending December 31, 2017, and shares of the Issuer's common stock will be distributed to the reporting person in settlement of the vested portion of the 125,000 RSUs upon the earlier of (x) the 30-day period following the second anniversary of the applicable vesting date and (y) the 60th day following the reporting person's termination of employment for any reason and (ii) the remaining 238,095 RSUs will vest in three equal annual installments beginning December 31, 2015 and ending December 31, 2017, and shares of the Issuer's common stock will be distributed to the reporting person in settlement of the vested portion of the 238,095 RSUs within 30 days following the scheduled vesting date or on the 60th day following the accelerated vesting date, as applicable, subject in each case to the terms of the reporting person's employment agreement.
- F3The RSUs reflected on this Form 4 were granted pursuant to the terms and conditions of the reporting person's employment agreement with the Issuer, a copy of which has been previously filed with the Securities and Exchange Commission.