October 11, 2019

Lee Neibart
Chairman of the Board of Directors
Trinity Sub Inc.
55 Merchant Street, Suite 1500
Honolulu, Hawaii 96813

       Re: Trinity Sub Inc.
           Amendment No. 1 to Registration Statement on Form S-4
           Filed September 19, 2019
           File No. 333-233214

Dear Mr. Neibart:

      We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.

       Please respond to this letter by amending your registration statement
and providing the
requested information. If you do not believe our comments apply to your facts
and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

       After reviewing any amendment to your registration statement and the
information you
provide in response to these comments, we may have additional comments. Unless
we note
otherwise, our references to prior comments are to comments in our September 9,
2019 letter.

Amendment No. 1 to Form S-4

Summary Historical Financial Data of the Company Group
MgCo I, page 17

1.     Please revise your tables and financial statements to consistently
present financial
       statement line amounts consistently throughout your filing. For example,
amounts for
       "Fees receivable from escrow" and "Due from related parties" as of
December 31, 2018
       do not agree as presented in "Summary Historical Financial Data of the
Company Group,"
       "Selected Historical Financial and Other Data of the Company Group," the
interim
       Statements of Assets, Liabilities and Members' Equity (unaudited) and
the
       annual Statements of Assets, Liabilities and Members' Equity (audited)
for Pyatt
       Broadmark Management, LLC (MgCo I).
 Lee Neibart
Trinity Sub Inc.
October 11, 2019
Page 2
Note 2. Unaudited pro forma combined balance sheet adjustments, page 159

2.       We note your response to comment 15 and your revised disclosure in
footnote 2(c). The
         total purchase price reflected in the purchase price allocation table
is $152.5 million,
         which does not include the $10 million payment related to the
termination of certain
         referral agreements. Please clarify if the $10 million payment will
also be allocated using
         a similar purchase price allocation methodology.
3.       We note from your disclosure in footnote 2(c) that 240.4 thousand
shares of Broadmark
         Realty commons stock valued at $2.5 million will be issued to
employees as a one-time
         incentive grant. We also note from your disclosure that $66.8 million
of will be issued to
         equity owners of the Management Companies and employees. Please
clarify if the 240.4
         thousand shares valued at $2.5 million is in addition to the issuance
of 6.2 million shares
         valued at $64.3 million that is included in the $162.5 million total
purchase price.
General

4.       Please include forms of proxy cards marked as "preliminary" in your
next amendment.
         Please also indicate on your preliminary proxy cards whether the
approval of certain
         proposals is conditioned upon the approval of other proposals. In that
regard, we note
         your disclosure on page vii. Refer to Rules 14a-6(e)(1) and
14a-4(a)(3) of Regulation
         14A.
5.       Please provide your analysis as to how the Warrant Amendment Proposal
is consistent
         with Rules 14a-4(a)(3) and 14a-4(b)(1), which require that security
holders be afforded an
         opportunity to specify a choice with respect to each separate matter.
Refer to Question
         201.01 of the Exchange Act Rule 14a-4(a)(3) Compliance and Disclosure
Interpretations.
       You may contact Isaac Esquivel at 202-551-3395 or Daniel Gordon at
202-551-3486 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Stacie Gorman at 202-551-3585 or Jennifer Gowetski at 202-551-3401 with
any other
questions.



FirstName LastNameLee Neibart                                  Sincerely,
Comapany NameTrinity Sub Inc.
                                                               Division of
Corporation Finance
October 11, 2019 Page 2                                        Office of Real
Estate & Construction
FirstName LastName