0001144204-18-022658.txt : 20180426 0001144204-18-022658.hdr.sgml : 20180426 20180426145349 ACCESSION NUMBER: 0001144204-18-022658 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20180424 FILED AS OF DATE: 20180426 DATE AS OF CHANGE: 20180426 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Messinger, Matthew CENTRAL INDEX KEY: 0001588043 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-08546 FILM NUMBER: 18777983 BUSINESS ADDRESS: STREET 1: ONE SYMS WAY CITY: SECAUCUS STATE: NJ ZIP: 07094 BUSINESS PHONE: 201-902-9600 MAIL ADDRESS: STREET 1: ONE SYMS WAY CITY: SECAUCUS STATE: NJ ZIP: 07094 FORMER NAME: FORMER CONFORMED NAME: Matthew Messinger DATE OF NAME CHANGE: 20130930 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Trinity Place Holdings Inc. CENTRAL INDEX KEY: 0000724742 STANDARD INDUSTRIAL CLASSIFICATION: OPERATORS OF NONRESIDENTIAL BUILDINGS [6512] IRS NUMBER: 222465228 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 340 MADISON AVENUE STREET 2: SUITE 3C CITY: NEW YORK STATE: NY ZIP: 10173 BUSINESS PHONE: (212) 235-2190 MAIL ADDRESS: STREET 1: 340 MADISON AVENUE STREET 2: SUITE 3C CITY: NEW YORK STATE: NY ZIP: 10173 FORMER COMPANY: FORMER CONFORMED NAME: Trinity Place Holdings Inc DATE OF NAME CHANGE: 20120914 FORMER COMPANY: FORMER CONFORMED NAME: SYMS CORP DATE OF NAME CHANGE: 19920703 4 1 tv492096_4.xml OWNERSHIP DOCUMENT X0306 4 2018-04-24 0 0000724742 Trinity Place Holdings Inc. TPHS 0001588043 Messinger, Matthew C/O TRINITY PLACE HOLDINGS INC. 340 MADISON AVENUE, SUITE 3C NEW YORK NY 10173 1 1 0 0 President and CEO Common Stock 2018-04-24 4 M 0 41667 A 841741 D Common Stock 2018-04-24 4 F 0 21487 6.61 D 820254 D Common Stock 2018-04-24 4 M 0 79365 A 899619 D Common Stock 2018-04-24 4 F 0 40928 6.61 D 858691 D Common Stock 2018-04-24 4 M 0 30060 A 888751 D Common Stock 2018-04-24 4 F 0 15501 6.61 D 873250 D Restricted Stock Units 2018-04-24 4 M 0 41667 0 D Common Stock 41667 41666 D Restricted Stock Units 2018-04-24 4 M 0 79365 0 D Common Stock 79365 125000 D Restricted Stock Units 2018-04-24 4 M 0 30060 0 D Common Stock 30060 203026 D Each restricted stock unit ("RSU") converts into one share of common stock of Trinity Place Holdings Inc. (the "Issuer"). On March 31, 2014, the reporting person was granted 363,095 RSUs. The RSUs vest as follows: 125,000 shares vested in three equal annual installments beginning March 31, 2015 and ending March 31, 2017. The vested portion of the 125,000 shares will be distributed to the reporting person upon the earlier of (i) the second anniversary of the applicable vesting date and (ii) the reporting person's termination of employment for any reason (subject to the terms of the reporting person's employment agreement). The remaining 238,095 shares vested in three equal annual installments beginning March 31, 2015 and ending March 31, 2017. The settlement of the RSUs that vested on March 31, 2016 occurred on April 24, 2018. On April 27, 2015, the reporting person was granted 363,095 RSUs. The RSUs vested as follows: 125,000 shares vested in three equal annual installments beginning March 31, 2016 and ending March 31, 2018. The vested portion of the 125,000 shares will be distributed to the reporting person as follows: 41,667 shares will be distributed within 30 days after March 31, 2023, and the remaining shares will be distributed upon the earlier of (i) the second anniversary of the applicable vesting date and (ii) the reporting person's termination of employment for any reason (subject to the terms of the reporting person's employment agreement). The remaining 238,095 shares vested in three equal annual installments beginning March 31, 2016 and ending March 31, 2018. The settlement of the RSUs that vested on March 31, 2018 occurred on April 24, 2018. See Exhibit 99.1 to this Form 4 for explanation of note (4). /s/ Richard Pyontek, as Attorney-in Fact for Matthew Messinger 2018-04-26 EX-99.1 2 tv492096_ex99-1.htm EXHIBIT 99.1

Exhibit 99.1

Explanation of Responses:

(4)

On January 28, 2016, the reporting person was granted 541,074 RSUs. The RSUs will vest and be settled as follows:

(i)

62,091 RSUs were fully vested as of the grant date and will be distributed to the reporting person in three equal installments on each of the first three anniversaries of the grant date.

(ii)

118,267 RSUs shall vest and be settled as follows:

(a) 39,422 RSUs were vested as of the grant date and the shares subject to such RSUs will be distributed to the reporting person in three substantially equal installments on each of the first three anniversaries of the grant date.

(b) 78,845 RSUs vested in two tranches of 39,422 and 39,423 shares, respectively, on each of March 31, 2016 and March 31, 2017, and the shares subject to such RSUs were distributed to the reporting person within thirty (30) days following each applicable vesting date.

(iii)

90,179 RSUs shall vest and be settled as follows:

(a) 19,711 RSUs were vested as of the grant date and the shares subject to such RSUs will be distributed to the reporting person in three substantially equal installments on each of the first three anniversaries of the grant date.

(b) 19,711 RSUs vested on March 31, 2016 and 19,712 RSUs vested on March 31, 2017, and the shares subject to such RSUs were distributed to the reporting person within thirty (30) days following each applicable grant date.

(c) 10,348 RSUs were vested as of the grant date and the shares subject to such RSUs were distributed to the reporting person within thirty (30) days after March 31, 2017.

(d) 10,348 RSUs vested on March 31, 2016 and 10,349 RSUs vested on March 31, 2017, and the shares subject to such RSUs will be distributed to the reporting person on the earlier of (i) within thirty (30) days after the second anniversary of the applicable vesting date and (ii) on the sixtieth (60^th) day after the reporting person’s termination of employment for any reason. The settlement of the 10,348 RSUs that vested on March 31, 2016 occurred on April 24, 2018.

(iv)

90,179 RSUs shall vest and be settled as follows:

(a) 10,348 RSUs were vested as of the grant date and 10,348 RSUs vested on December 31, 2016, and 10,349 RSUs vested on December 31, 2017, and the shares subject to the RSUs that vested as of the grant date will be distributed within thirty (30) days after December 31, 2022, the shares subject to the RSUs that vested on December 31, 2016 will be distributed within thirty (30) days after December 31, 2023 and the shares subject to the RSUs that vested on December 31, 2017 will be distributed within thirty (30) days after December 31, 2019; provided, however, that the shares subject to such RSUs shall be distributed to the reporting person on the sixtieth (60^th) day after the reporting person’s termination of employment for any reason, if earlier.

(b) 19,711 RSUs were vested as of the grant date, 19,711 RSUs vested on December 31, 2016, and 19,712 RSUs vested on December 31, 2017, and the shares subject to such RSUs that were vested as of the grant date were distributed to the reporting person within thirty (30) days after December 31, 2015 and the shares subject to the RSUs that vested on December 31, 2016 and 2017 were distributed to the reporting person within thirty (30) following each applicable vesting date.

(v)

90,179 RSUs shall vest and be settled as follows:

(a) 10,348 RSUs vested on each of March 31, 2016 and 2017, and 10,349 RSUs vested on March 31, 2018, and the shares subject to the RSUs that vested on March 31, 2016 will be distributed to the reporting person within thirty (30) days after March 31, 2023, and the shares subject to the RSUs that vested on March 31, 2017 and March 31, 2018 will be distributed to the reporting person within thirty (30) days after the second anniversary of the applicable vesting date, provided, however, that in each case, such shares will be distributed on the sixtieth (60^th) day after the reporting person’s termination of employment for any reason, if earlier.

(b) 19,711 RSUs vested on each of March 31, 2016 and 2017, and 19,712 RSUs vested on March 31, 2018. The settlement of the 19,712 RSUs that vested on March 31, 2018 occurred on April 24, 2018.

(vi)

90,179 RSUs shall vest and be settled as follows:

(a) 10,348 RSUs vested on each of December 31, 2016 and 2017, and 10,349 RSUs shall vest on December 31, 2018, subject to the reporting person’s continued employment on the applicable vesting dates and the shares subject to such RSUs will be distributed to the reporting person within thirty (30) days after the fourth anniversary of the applicable vesting date, provided, however, that in each case, such shares will be distributed on the sixtieth (60^th) day after the reporting person’s termination of employment for any reason, if earlier.

(b) 19,711 RSUs vested on each of December 31, 2016 and 2017, and 19,712 RSUs shall vest on December 31, 2018, subject to the reporting person’s continued employment on the applicable vesting dates and the shares subject to such RSUs will be distributed to the reporting person within thirty (30) days (or on the sixtieth (60^th) day in connection with the acceleration of vesting upon a termination of employment) following the second anniversary of each applicable vesting date, provided, however, that in each case, such shares will be distributed on the sixtieth (60^th) day after the reporting person’s termination of employment for any reason, if earlier.