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Filing Details

Accession Number:: 0001341004-19-000399
Form Type:: 13D Filing
Publication Date:: 2019-06-12 17:14:35

Filed By:: MFP Investors
Company:: Trinity Place Holdings Inc. (OTCMKTS:TPHS)
Filing Date:: 2019-06-12
SEC Url:: 13D Filing

Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name	Shared Dispositive Power	Aggregate Amount Owned Power	Percent of Class
MFP Partners	6,708,538	6,708,538	21.0%
MFP Investors	6,708,538	6,708,538	21.0%
Michael F. Price	6,708,538	6,708,538	21.0%

Filing

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13D/A

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO §240.13d-1(a) AND AMENDMENTS THERETO FILED
PURSUANT TO §240.13d-2(a).

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 5)

TRINITY PLACE HOLDINGS INC.
(Name of Issuer)

Common Stock, Par Value $0.01
(Title of Class of Securities)

89656D101
(CUSIP Number)

TIMOTHY E. LADIN

MFP INVESTORS LLC

909 THIRD AVENUE, 33^rd FLOOR

NEW YORK, NEW YORK 10022

(212) 752-7345

(Name, Address and Telephone Number of Person
Authorized to Receive Notices of Communication)

June 11, 2019
(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☒

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

(Continued on following pages)

(Page 1 of 6 Pages)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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			6,708,538⁽²⁾
EACH REPORT-		9	SOLE DISPOSITIVE POWER
ING			0
PERSON WITH		10	SHARED DISPOSITIVE POWER
			6,708,538⁽²⁾
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	6,708,538⁽²⁾
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
	CERTAIN SHARES			☒
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	21.0%
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 6,708,538 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 6,708,538 shares of Common Stock reported herein. The ownership percentage set forth above is based on 31,899,997 shares of Common Stock outstanding as set forth in the issuer’s most recent Form 10-Q.

MFP purchased 2,127,146 shares of Common Stock (the “Marcato Shares”) pursuant to a Stock Purchase Agreement (the “Marcato Purchase Agreement”) made as of June 11, 2019, by and between Marcato Capital Management LP, on behalf of Marcato International Master Fund Ltd., MFP and the other purchasers thererin (the “Other Buyers”). Due to the Marcato Purchase Agreement, MFP and the Other Buyers may be deemed to have acquired beneficial ownership in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) of all shares of Common Stock owned by MFP and the Other Buyers. The Reporting Persons disclaim beneficial ownership, within the meaning of Rule 13d-3 promulgated under the Exchange Act, of shares of Common Stock beneficially owned by the Other Buyers, including the 1,575,000 shares of Common Stock purchased by the Other Buyers pursuant to the Marcato Purchase Agreement.

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			6,708,538⁽²⁾
EACH		9	SOLE DISPOSITIVE POWER
REPORTING			0
PERSON WITH		10	SHARED DISPOSITIVE POWER
			6,708,538⁽²⁾
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	6,708,538⁽²⁾
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
	CERTAIN SHARES			☒
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	21.0%
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.

MFP purchased 2,127,146 shares of Common Stock (the “Marcato Shares”) pursuant to a Stock Purchase Agreement (the “Marcato Purchase Agreement”) made as of June 11, 2019, by and between Marcato Capital Management LP, on behalf of Marcato International Master Fund Ltd., MFP and the other purchasers therein (the “Other Buyers”). Due to the Marcato Purchase Agreement, MFP and the Other Buyers may be deemed to have acquired beneficial ownership in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) of all shares of Common Stock owned by MFP and the Other Buyers. The Reporting Persons disclaim beneficial ownership, within the meaning of Rule 13d-3 promulgated under the Exchange Act, of shares of Common Stock beneficially owned by the Other Buyers, including the 1,575,000 shares of Common Stock purchased by the Other Buyers pursuant to the Marcato Purchase Agreement.

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			6,708,538⁽²⁾
EACH REPORT-		9	SOLE DISPOSITIVE POWER
ING			0
PERSON WITH		10	SHARED DISPOSITIVE POWER
			6,708,538⁽²⁾
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	6,708,538⁽²⁾
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
	CERTAIN SHARES			☒
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	21.0%
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.

Explanatory Note

Pursuant to Rule 13d-2 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), this Amendment No. 3 to Schedule 13D (this “Amendment No. 5”) amends and supplements the Schedule 13D originally filed with the United States Securities and Exchange Commission (the “SEC”) dated April 11, 2013 (the “Original Schedule 13D”), as amended by Amendment No. 1 on December 8, 2015 (the “Amendment No. 1”), Amendment No. 2 on February 14, 2017 (the “Amendment No. 2”), Amendment No. 3 on April 7, 2017 (the “Amendment No. 3”) and Amendment No. 4 on February 20, 2018 (the “Amendment No. 4”). The Original Schedule 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4 and this Amendment No. 5 are together referred to herein as the “Schedule 13D”.

This Amendment No. 5 relates to the common stock, par value $0.01 per share (the “Common Stock”), of Trinity Place Holdings Inc., a Delaware corporation (“Trinity” or the “Company”), owned by the Reporting Persons. Except as specifically amended by Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4 and this Amendment No. 5, items in the Schedule 13D are unchanged. Capitalized terms used herein that are not defined herein have the meanings ascribed to them in the Schedule 13D.

Item 3. Sources and Amount of Funds or Other Consideration

Item 3 of the Schedule 13D is hereby amended and supplemented by adding the following paragraph after the third paragraph of Item 3:

“On June 11, 2019, MFP purchased 2,127,146 shares of Common Stock (the “Marcato Shares”) pursuant to a Stock Purchase Agreement (the “Marcato Purchase Agreement”) made as of June 11, 2019, by and between Marcato Capital Management LP, on behalf of Marcato International Master Fund Ltd., MFP and the other purchasers therein (the “Other Buyers”), at a price of $3.60 per share for a total purchase price of $7,657,725.60. The foregoing references to and descriptions of the Marcato Purchase Agreement and the transactions contemplated thereby do not purport to be complete and are subject to, and are qualified in their entirety by reference to, the full text of the Marcato Purchase Agreement which is attached as Exhibit 5 and is incorporated herein by reference.”

Item 5. Interest in Securities of the Issuer

Item 5 of the Schedule 13D is hereby amended by replacing sections (a) and (b) of Item 5 with the following:

“(a) MFP directly owns 6,708,538 shares of Common Stock, representing approximately 21.0% of the outstanding shares of Common Stock. The ownership percentage set forth above is based on 31,899,997 shares of Common Stock outstanding as set forth in the Quarterly Report on Form 10-Q filed by the issuer with the Securities and Exchange Commission on May 21, 2019.

(b) Due to their respective relationships with MFP and each other, each of the Reporting Persons may be deemed to share voting and dispositive power with respect to the 6,708,538 shares of Common Stock directly owned by MFP. Due to the Marcato Purchase Agreement, MFP and the Other Buyers may be deemed to have acquired beneficial ownership in accordance with Rule 13d-3 under the Exchange Act of all shares of Common Stock owned by MFP and the Other Buyers. The Reporting Persons disclaim beneficial ownership, within the meaning of Rule 13d-3 promulgated under the Exchange Act, of shares of Common Stock beneficially owned by the Other Buyers, including the 1,575,000 shares of Common Stock purchased by the Other Buyers pursuant to the Marcato Purchase Agreement. Further detail of the Marcato Purchase Agreement is provided under Item 3 of this Statement.”

Item 7. Material To Be Filed as Exhibits

Item 7 of the Schedule 13D is hereby amended and supplemented by adding the following:

Exhibit 5

Stock Purchase Agreement made as of June 11, 2019, by and between Marcato Capital Management LP, on behalf of Marcato International Master Fund Ltd., MFP and the purchasers therein

SIGNATURE

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated: June 12, 2019

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 Partner


/s/ Michael F. Price
Michael F. Price

INDEX OF EXHIBITS
	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*

	Exhibit 5	Stock Purchase Agreement made as of June 11, 2019, by and between Marcato Capital Management LP, on behalf of Marcato International Master Fund Ltd., MFP and the purchasers therein

	* Filed previously