SEC Form 4 · accession 0001144204-15-026040
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
Apr 27, 2015
Accepted (ET)
Apr 29, 2015 · 5:06 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 StockF1 | Apr 29, 2015 | M | 158,730 | — | A | 404,148 | D | |
| Common Stock | Apr 29, 2015 | F | 88,603 | $8.00 | D | 315,545 | D | |
| Common StockF1 | Apr 29, 2015 | M | 79,365 | — | A | 394,910 | D | |
| Common Stock | Apr 29, 2015 | F | 44,301 | $8.00 | D | 350,609 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF5,F1,F2 | — | Apr 27, 2015 | A | 363,095 | A | — | — | Common Stock | 363,095 | 363,095 | D |
| Restricted Stock UnitsF5,F1,F3 | — | Apr 29, 2015 | M | 158,730 | D | — | — | Common Stock | 158,730 | 317,460 | D |
| Restricted Stock UnitsF5,F1,F4 | — | Apr 29, 2015 | M | 79,365 | D | — | — | Common Stock | 79,365 | 283,730 | 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 as follows: 125,000 shares will vest in three equal annual installments beginning March 31, 2016 and ending March 31, 2018. The vested portion of the 125,000 shares will be distributed to the reporting person upon the earlier of (i) the second anniversary of the applicable vesting date and (ii) the reporting person's termination of employment for any reason (subject to the terms of the reporting person's employment agreement). The remaining 238,095 shares will vest in three equal annual installments beginning March 31, 2016 and ending March 31, 2018.
- F3On March 7, 2014, the reporting person was granted 476,190 RSUs. The RSUs vest in equal annual installments beginning March 31, 2015 and ending March 31, 2017.
- F4On March 7, 2014, the reporting person was granted 363,095 RSUs. The RSUs vest as follows: 125,000 shares will vest in three equal annual installments beginning March 31, 2015 and ending March 31, 2017. The vested portion of the 125,000 shares will be distributed to the reporting person upon the earlier of (i) the second anniversary of the applicable vesting date and (ii) the reporting person's termination of employment for any reason (subject to the terms of the reporting person's employment agreement). The remaining 238,095 shares will vest in three equal annual installments beginning March 31, 2015 and ending March 31, 2017.
- F5The 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.