SEC Form 4 · accession 0001209191-17-026195
Trinity Place Holdings Inc. · TPHS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Michael F Price
10% Owner · Other
MFP PARTNERS LP
10% Owner · Other
MFP INVESTORS LLC
10% Owner · Other
Period of report
Apr 5, 2017
Accepted (ET)
Apr 7, 2017 · 9:52 am 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 Stock, par value $0.01 per shareF1,F2 | Apr 5, 2017 | M | 462,833 | $7.50 | A | 4,133,410 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Subscription Rights (right to buy)F1,F2 | $7.50 | Apr 5, 2017 | M | 462,833 | D | Mar 3, 2017 | Mar 31, 2017 | Common Stock | 462,833 | 0 | D |
Explanation of responses
- F1This report is filed jointly by MFP Partners, L.P. ("MFP Partners"), MFP Investors LLC ("MFP Investors") and Michael F. Price (each, a "Reporting Person" and, collectively, the "Reporting Persons") in connection with their respective direct and indirect relationships with Trinity Place Holdings Inc. (the "Company"). MFP Investors is the general partner of MFP Partners. Mr. Price is the managing partner of MFP Partners and the managing member and controlling person of MFP Investors.
- F2MFP Partners is the direct beneficial owner of 4,133,410 shares of common stock of the Company ("Common Shares"). Each Reporting Person other than MFP Partners may be deemed to be the indirect beneficial owner of 4,133,410 Common Shares; however, each such Reporting Person disclaims beneficial ownership of such Common Shares except to the extent of such Reporting Person's pecuniary interest therein, and this report shall not be deemed an admission that any of these Reporting Persons is the beneficial owner of the Common Shares described herein for purposes of Section 16 of the Securities Exchange Act of 1934 or for any other purpose.
Remarks
Mr. Alexander C. Matina (Vice President, Investments at MFP Investors), serves as a member of the board of directors of the Company as a nominee of MFP. Each of MFP Partners, MFP Investors and Mr. Price may be deemed a director of the Company by deputization on the basis of the relationships among such persons and Mr. Matina.