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

Explanatory Note

Pursuant to Rule 13d-2 promulgated under the Securities Exchange Act of 1934, as amended, this Amendment No. 4 to Schedule 13D (this “Amendment No. 4“) 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“) and Amendment No. 3 on April 7, 2017 (the “Amendment No. 3“).  The Original Schedule 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3 and this Amendment No. 4 are together referred to herein as the “Schedule 13D”.

This Amendment No. 4 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 and this Amendment No. 4, 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 2. Identity and Background

Item 2 of the Schedule 13D is hereby amended by replacing section (b) of Item 2 with the following:

“(b)    The address of the principal business of the Reporting Persons is c/o MFP Investors LLC, 909 Third Avenue, 33^rd Floor, New York, New York 10022.”

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:

“Since the filing of Amendment No. 3, MFP acquired 327,007 shares of Common Stock in ordinary market transactions for a total purchase price of $2,191,771.  The source of funds for the acquisition of the shares of Common Stock by MFP was working capital.”

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 4,460,417 shares of Common Stock, representing approximately 14.2% of the outstanding shares of Common Stock.  The ownership percentage set forth above is based on 31,451,796 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 November 8, 2017.

(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 4,460,417 shares of Common Stock reported herein.”