Statement of Changes in Beneficial Ownership (4)
January 07 2019 - 12:37PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
KAHN STEVEN
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2. Issuer Name
and
Ticker or Trading Symbol
Trinity Place Holdings Inc.
[
TPHS
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Chief Financial Officer
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(Last)
(First)
(Middle)
340 MADISON AVENUE, SUITE 3C
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3. Date of Earliest Transaction
(MM/DD/YYYY)
1/4/2019
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(Street)
NEW YORK, NY 10173
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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1/4/2019
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M
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30000
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A
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(1)
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52316
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D
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Common Stock
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1/4/2019
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F
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10116
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D
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$4.08
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42200
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D
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Common Stock
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1/7/2019
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M
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3500
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A
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(1)
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45700
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D
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Common Stock
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1/7/2019
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F
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1189
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D
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$4.47
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44511
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Restricted Stock Units
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(1)
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1/4/2019
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M
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30000
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(2)
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(2)
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Common Stock
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30000
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$0
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30000
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D
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Restricted Stock Units
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(1)
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1/7/2019
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M
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3500
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(3)
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(3)
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Common Stock
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3500
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$0
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3500
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D
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Explanation of Responses:
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(1)
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Each restricted stock unit ("RSU") converts into one share of common stock of Trinity Place Holdings Inc. (the "Issuer").
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(2)
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On January 1, 2018, the reporting person was granted 60,000 RSUs. 30,000 of the RSUs will vest on each of January 1, 2019 and 2020, subject to the reporting person's continued employment on the applicable vesting dates. In the event the reporting person's employment is terminated by the Company without Cause (as defined in the reporting person's employment agreement), 30,000 RSUs that had not previously vested will immediately vest. The settlement of the vested RSUs occurred on January 4, 2019.
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(3)
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On January 5, 2017, the reporting person was granted 7,000 RSUs. 3,500 of the RSUs vested on each of January 5, 2018 and 2019, which were subject to the reporting person's continued employment on the applicable vesting dates. In the event the reporting person's employment was terminated by the Company without Cause (as defined in the reporting person's employment agreement), any RSUs that had not previously vested would have immediately vested and in the event the reporting person's employment was terminated by the Company without Cause within six (6) months after a Change in Control (as defined in the RSU award agreement), all unvested RSUs would have immediately vested.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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KAHN STEVEN
340 MADISON AVENUE, SUITE 3C
NEW YORK, NY 10173
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Chief Financial Officer
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Signatures
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/s/ Steven Kahn
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1/7/2019
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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