SEC Form 4 · accession 0001144204-19-000407
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
Dec 31, 2018
Accepted (ET)
Jan 3, 2019 · 4:23 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 UnitsF1,F2 | — | Dec 31, 2018 | A | 30,000 | A | — | — | Common Stock | 30,000 | 30,000 | D |
| Restricted Stock UnitsF1,F3 | — | Jan 3, 2019 | A | 150,000 | A | — | — | Common Stock | 150,000 | 150,000 | D |
Explanation of responses
- F1Each restricted stock unit ("RSU") converts into one share of common stock of Trinity Place Holdings Inc.
- F2The RSUs will vest as follows: 10,000 of the RSUs will vest on each of December 31, 2019, 2020 and 2021, subject to the reporting person's continued employment on the applicable vesting dates; provided that all of the RSUs will automatically vest in the event of a termination of the reporting person's employment without cause or his resignation for good reason, and 10,000 of the RSUs will automatically vest upon a termination of the reporting person's employment due to death or disability. One share of common stock will be distributed to the reporting person with respect to each vested RSU during the thirty (30) day period following December 31, 2021 or, if earlier, upon the reporting person's termination of employment for any reason (or six months after termination, to the extent required under Internal Revenue Code Section 409A).
- F3The RSUs will vest as follows: 50,000 of the RSUs will vest on each of January 1, 2020, 2021 and 2022, subject to the reporting person's continued employment on the applicable vesting dates; provided that all of the RSUs will automatically vest in the event of a termination of the reporting person's employment without cause or his resignation for good reason, and 50,000 of the RSUs will automatically vest upon a termination of the reporting person's employment due to death or disability. One share of common stock will be distributed to the reporting person with respect to each vested RSU during the thirty (30) day period after the applicable vesting date, except in the case of accelerated vesting upon a termination of employment, in which case the applicable RSU award(s) shall settle on the 60th day following the applicable vesting day (or six months after termination, to the extent required under Internal Revenue Code Section 409A).