13D Filing: Marcato Capital Management and Trinity Place Holdings Inc. (TPHS)

(c)           Marcato
International Master Fund Ltd. sold 5,103 Shares at $7.11 per share on September 5, 2017, sold 202,739 Shares at
$7.06 per share on September 6, 2017 and sold 7,061 Shares at $7.08 per share on September 7, 2017.

(d)           The investors in Marcato International Master Fund, Ltd., or their respective subsidiaries or affiliated entities, for which Marcato or its affiliates acts as investment manager, have the right to participate in the receipt of dividends from, or proceeds from the sale of, the Shares held for their respective accounts in accordance with their respective ownership interests.

(e)           Not applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

No material change.

Item 7.

Materials to be Filed as Exhibits.

Exhibit A:  Joint Filing Agreement (previously filed).