FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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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
                      

1. Name and Address of Reporting Person *

KAHN STEVEN		 2. Issuer Name and Ticker or Trading Symbol

Trinity Place Holdings Inc. [ TPHS ] 		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
(Last)          (First)          (Middle)

340 MADISON AVENUE, SUITE 3C		 3. Date of Earliest Transaction (MM/DD/YYYY)

1/6/2023
(Street)

NEW YORK, NY 10173
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
 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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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)
Code V Amount (A) or (D) Price
Common Stock 1/6/2023  M  17500 A (1)126803 D  
Common Stock 1/6/2023  F  7236 D$0.70 119567 D  
Common Stock 1/6/2023  M  15000 A (1)134567 D  
Common Stock 1/6/2023  F  6202 D$0.70 128365 D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)		2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date7. 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units  (1)1/6/2023  M     17500   (2) (2)Common Stock 35000 $0 0 D  
Restricted Stock Units  (1)1/6/2023  M     15000   (3) (3)Common Stock 15000 $0 15000 D  
Explanation of Responses:
(1) Each restricted stock unit ("RSU") converts into one share of common stock of Trinity Place Holdings Inc. (the "Issuer").
(2) On January 4, 2021, the reporting person was granted 35,000 RSUs. 17,500 of the RSUs vested on each of January 1, 2022 and 2023. The settlement of the RSUs that vested on January 1, 2023 occurred on January 6, 2023.
(3) On January 3, 2022, the reporting person was granted 30,000 RSUs. 15,000 of the RSUs vested on January 1, 2023 and 15,000 RSUs will vest on January 1, 2024, subject to the reporting person's continued employment on the vesting date. In the event the reporting person's employment is terminated by the Company without Cause (as defined in the reporting person's employment agreement), the remaining 15,000 RSUs that had not previously vested will immediately vest. The settlement of the vested RSUs occurred on January 6, 2023.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
KAHN STEVEN
340 MADISON AVENUE, SUITE 3C
NEW YORK, NY 10173

Chief Financial Officer
Signatures
/s/ Richard Pyontek, as Attorney-in-Fact for Steven Kahn1/9/2023
**Signature of Reporting PersonDate
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).
Note:File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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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