SEC Form 4 · accession 0001144204-17-023695
Trinity Place Holdings Inc. · TPHS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Matthew Messinger
Officer — President and CEO · Director
Period of report
Apr 27, 2017
Accepted (ET)
May 1, 2017 · 5:00 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 27, 2017 | M | 158,730 | — | A | 680,112 | D | |
| Common Stock | Apr 27, 2017 | F | 88,603 | $7.42 | D | 591,509 | D | |
| Common StockF1 | Apr 27, 2017 | M | 121,032 | — | A | 712,541 | D | |
| Common Stock | Apr 27, 2017 | F | 67,559 | $7.42 | D | 644,982 | D | |
| Common StockF1 | Apr 27, 2017 | M | 79,365 | — | A | 724,347 | D | |
| Common Stock | Apr 27, 2017 | F | 44,301 | $7.42 | D | 680,046 | D | |
| Common StockF1 | Apr 27, 2017 | M | 89,194 | — | A | 769,240 | D | |
| Common Stock | Apr 27, 2017 | F | 49,786 | $7.42 | D | 719,454 | 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 UnitsF1,F2 | — | Apr 27, 2017 | M | 158,730 | D | — | — | Common Stock | 158,730 | 0 | D |
| Restricted Stock UnitsF1,F3 | — | Apr 27, 2017 | M | 121,032 | D | — | — | Common Stock | 121,032 | 83,333 | D |
| Restricted Stock UnitsF1,F4 | — | Apr 27, 2017 | M | 79,365 | D | — | — | Common Stock | 79,365 | 204,365 | D |
| Restricted Stock UnitsF1,F5 | — | Apr 27, 2017 | M | 89,194 | D | — | — | Common Stock | 89,194 | 293,206 | D |
Explanation of responses
- F1Each restricted stock unit ("RSU") converts into one share of common stock of Trinity Place Holdings Inc. (the "Issuer").
- F2On March 31, 2014, the reporting person was granted 476,190 RSUs. The RSUs vested in equal annual installments beginning March 31, 2015 and ending March 31, 2017. The settlement of the RSUs that vested on March 31, 2017 occurred on April 27, 2017.
- F3On March 31, 2014, the reporting person was granted 363,095 RSUs. The RSUs vest as follows: 125,000 shares vested 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 as follows: 41,667 shares will be distributed within 30 days after March 31, 2023, and the remaining shares will be distributed 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 vested in three equal annual installments beginning March 31, 2015 and ending March 31, 2017. The settlement of the RSUs that vested on March 31, 2017 occurred on April 27, 2017.
- F4On April 27, 2015, the reporting person was granted 363,095 RSUs. The RSUs vest as follows: 125,000 shares 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 vest in three equal annual installments beginning March 31, 2016 and ending March 31, 2018. The settlement of the RSUs that vested on March 31, 2017 occurred on April 27, 2017.
- F5See Exhibit 99.1 to this Form 4 for explanation of note (5).