13D Filing: MFP Investors LLC and Trinity Place Holdings Inc. (TPHS)

1

NAMES OF REPORTING PERSONS

MFP Partners, L.P.⁽¹⁾

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)     ☐

(b)     ☐

3

SEC USE ONLY

4

SOURCE OF FUNDS

WC

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT

TO ITEM 2(d) or 2(e)

  ☐

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

7

SOLE VOTING POWER

SHARES

0

BENEFICIALLY

8

SHARED VOTING POWER

OWNED BY

4,460,417⁽²⁾

EACH REPORT-

9

SOLE DISPOSITIVE POWER

ING

0

PERSON WITH

10

SHARED DISPOSITIVE POWER

4,460,417⁽²⁾

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

4,460,417⁽²⁾

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES

  ☐

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

14.2%

14

TYPE OF REPORTING PERSON

PN

(1) MFP Investors LLC is the general partner of MFP Partners, L.P. (“MFP“).  Michael F. Price is the managing partner of MFP and the managing member and controlling person of MFP Investors LLC.

(2) The 4,460,417 shares of common stock, par value $0.01 per share (“Common Stock“), of Trinity Place Holdings Inc., a Delaware corporation, are held directly by MFP.  Due to their respective relationships with each other, each of the Reporting Persons (as defined herein) may be deemed to share voting and dispositive power with respect to the 4,460,417 shares of Common Stock reported herein.  The ownership percentage set forth above is based on 31,451,796 shares of Common Stock outstanding as set forth in the issuer’s most recent Form 10-Q.