Form 4 - Statement of changes in beneficial ownership of securities

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Messinger, Matthew

(Last)

(First)

(Middle)

C/O TRINITY PLACE HOLDINGS INC.

340 MADISON AVENUE, SUITE 3C

(Street)

NEW YORK

10173

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Trinity Place Holdings Inc. [ TPHS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
01/30/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/30/2024		M		41,667	A	⁽¹⁾	2,091,325	D
Common Stock	01/30/2024		F		22,987	D	$0.17	2,068,338	D
Common Stock	01/30/2024		M		10,348	A	⁽¹⁾	2,078,686	D
Common Stock	01/30/2024		F		5,708	D	$0.17	2,072,978	D
Common Stock	01/30/2024		M		66,667	A	⁽¹⁾	2,139,645	D
Common Stock	01/30/2024		F		36,780	D	$0.17	2,102,865	D
Common Stock	01/30/2024		M		73,333	A	⁽¹⁾	2,176,198	D
Common Stock	01/30/2024		F		40,457	D	$0.17	2,135,741	D
Common Stock	01/30/2024		M		73,333	A	⁽¹⁾	2,209,074	D
Common Stock	01/30/2024		F		40,457	D	$0.17	2,168,617	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽¹⁾	01/30/2024		M			41,667	⁽²⁾	⁽²⁾	Common Stock	41,667	$0	0	D
Restricted Stock Units	⁽¹⁾	01/30/2024		M			10,348	⁽³⁾	⁽³⁾	Common Stock	10,348	$0	0	D
Restricted Stock Units	⁽¹⁾	01/30/2024		M			66,666	⁽⁴⁾	⁽⁴⁾	Common Stock	66,666	$0	0	D
Restricted Stock Units	⁽¹⁾	01/30/2024		M			73,333	⁽⁵⁾	⁽⁵⁾	Common Stock	73,333	$0	73,334	D
Restricted Stock Units	⁽¹⁾	01/30/2024		M			73,333	⁽⁶⁾	⁽⁶⁾	Common Stock	73,333	$0	146,667	D

Explanation of Responses:

1. Each restricted stock unit ("RSU") converts into one share of common stock of Trinity Place Holdings Inc.

2. On December 31, 2014, the reporting person was granted 363,095 RSUs, subject to vesting and settlement as described in the reporting person's Form 4 filed on January 15, 2015. The settlement of 41,667 RSUs occurred on January 30, 2024.

3. On January 28, 2016, the reporting person was granted 541,074 RSUs, subject to vesting and settlement as described in the January 2016 RSU Grant Form 4. The settlement of 10,348 RSUs occurred on January 30, 2024.

4. On January 4, 2021, the reporting person was granted 200,000 RSUs, subject to vesting and settlement as described in the reporting person's Form 4 filed on January 22, 2021. The settlement of 66,667 RSUs occurred on January 30, 2024.

5. On January 3, 2022, the reporting person was granted 220,000 RSUs, subject to vesting and settlement as described in the reporting person's Form 4 filed on January 4, 2022. The settlement of 73,333 RSUs occurred on January 30, 2024.

6. On January 3, 2023, the reporting person was granted 220,000 RSUs, subject to vesting and settlement as described in the reporting person's Form 4 filed on January 5, 2023. The settlement of 73,333 RSUs occurred on January 30, 2024.

	/s/ Richard Pyontek, as Attorney-in Fact for Matthew Messinger	02/01/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** 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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