SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* MARCATO CAPITAL MANAGEMENT LLC (Last) (First) (Middle) ONE MONTGOMERY STREET SUITE 3250 (Street) SAN FRANCISCO CA 94104 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 09/14/2012	3. Issuer Name and Ticker or Trading Symbol Trinity Place Holdings Inc [ TPHS ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year) 09/24/2012
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, $0.05 par value per share	4,645,287	I	See Footnote(1)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Participation Interest	(2)	(2)	Common Stock, $0.05 par value per share	71,184	(2)	I	See Footnote(1)

1. Name and Address of Reporting Person* MARCATO CAPITAL MANAGEMENT LLC (Last) (First) (Middle) ONE MONTGOMERY STREET SUITE 3250 (Street) SAN FRANCISCO CA 94104 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* McGuire Richard (Last) (First) (Middle) C/O MARCATO CAPITAL MANAGEMENT LLC ONE MONTGOMERY STREET, SUITE 3250 (Street) SAN FRANCISCO CA 94104 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Marcato International Master Fund, Ltd. (Last) (First) (Middle) C/O OGIER FIDUCIARY SERVICES (CAYMAN)LTD 89 NEXUS WAY, CAMANA BAY (Street) GRAND CAYMAN E9 KY1-9007 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. The securities are held in the account of Marcato International Master Fund, Ltd. and two other private investment funds (collectively, the "Funds") and may be deemed to be beneficially owned by (i) Marcato Capital Management LLC, the investment manager and general partner, if applicable, of the Funds, and (ii) Richard McGuire III, the managing member of Marcato Capital Management LLC. Each of Marcato Capital Management LLC and Richard McGuire III disclaims beneficial ownership of these reported securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that any such person is the beneficial owner of these securities for purposes of Section 16 of the U.S. Securities Exchange Act of 1934, as amended, or for any other purpose.

2. The reporting persons hold participating interests, whose return is tied to the value of the Issuer's Common Stock, $0.05 par value per share.

Remarks:

(+) To better clarify the fact that Marcato International, Ltd. invests solely in Marcato International Master Fund, Ltd., which is the trading entity that holds shares of the Issuer, we are making this amendment to reflect that Marcato International Master Fund, Ltd. owns the shares.

	Marcato Capital Management LLC, By: /s/ Richard McGuire III; Richard McGuire III, Managing Member	09/27/2012
	/s/ Richard McGuire III	09/27/2012
	Marcato International Master Fund, Ltd.(+), By: /s/ Richard McGuire III, Director	09/27/2012
	** Signature of Reporting Person	Date
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