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.

1

NAMES OF REPORTING PERSONS

MFP Investors LLC⁽¹⁾

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)     ☐

(b)     ☐

3

SEC USE ONLY

4

SOURCE OF FUNDS

AF

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

9

SOLE DISPOSITIVE POWER

REPORTING

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

OO

(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.

1

NAMES OF REPORTING PERSONS

Michael F. Price⁽¹⁾

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)     ☐

(b)     ☐

3

SEC USE ONLY

4

SOURCE OF FUNDS

AF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT

TO ITEM 2(d) or 2(e)

  ☐

6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

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

IN

(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.

MFP Partners, L.P., by its General Partner, MFP Investors LLC

By:

/s/ Michael F. Price

Name:

Michael F. Price

Title:

Managing Partner

MFP Investors LLC

By:

/s/ Michael F. Price

Name:

Michael F. Price

Title:

Managing Member

/s/ Michael F. Price

Michael F. Price

Exhibit 1

Joint Filing Agreement, dated as of April 17, 2013, by and among MFP Partners, L.P., MFP Investors LLC and Michael F. Price*

Exhibit 2

Investment Agreement, by and among MFP Partners, L.P. and Trinity Place Holdings Inc. (including the form of Registration Rights Agreement), dated as of September 11, 2015 (filed as Exhibit 10.1 of the Current Report on Form 8-K filed by the Company on September 15, 2015 and incorporated herein by reference)*

Exhibit 3

Private Placement Agreement, by and among the Company and the investors identified on Schedule A therein, dated as of February 14, 2017 (filed as Exhibit 10.1 of the Current Report on Form 8-K filed by the Company on February 17, 2017 and incorporated herein by reference)*

Exhibit 4

Agreement made as of February 14, 2017, by and between MFP and DS Fund I LLC*