CUSIP NO. 89656D101
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Schedule 13D
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1
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NAMES OF REPORTING PERSONS
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MFP Partners, L.P.(1)
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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(b) ⌧
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
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TO ITEM 2(d) or 2(e)
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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0
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BENEFICIALLY
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8
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SHARED VOTING POWER
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OWNED BY
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8,813,801(2)
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EACH REPORT-
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9
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SOLE DISPOSITIVE POWER
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ING
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0
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PERSON WITH
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10
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SHARED DISPOSITIVE POWER
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8,813,801(2)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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8,813,801(2)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
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CERTAIN SHARES
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⌧
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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25.2%
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14
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TYPE OF REPORTING PERSON
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PN
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(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.
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(2) The 8,813,801 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 8,813,801 shares of Common Stock reported herein. The ownership
percentage set forth above is based on 32,468,380 shares of Common Stock outstanding as set forth in the issuer’s most recent Form 10-Q and the Company’s issuance of 2,539,473 shares of Common Stock as reported herein.
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CUSIP NO. 89656D101
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Schedule 13D
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Page 3 of 6
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1
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NAMES OF REPORTING PERSONS
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MFP Investors LLC(1)
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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(b) ⌧
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
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TO ITEM 2(d) or 2(e)
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF
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7
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SOLE VOTING POWER
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|
||
SHARES
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|
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|
0
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|
|
||
BENEFICIALLY
|
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8
|
|
SHARED VOTING POWER
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|
||
OWNED BY
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|
8,813,801(2)
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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0
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||
PERSON WITH
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10
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|
SHARED DISPOSITIVE POWER
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|
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||
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|
8,813,801(2)
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11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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|
|
||||
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|
8,813,801(2)
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|
|
|
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12
|
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
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|
||||
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|
CERTAIN SHARES
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|
|
|
⌧
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||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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||||
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25.2%
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14
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TYPE OF REPORTING PERSON
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OO
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(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.
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(2) The 8,813,801 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 8,813,801 shares of Common Stock reported herein. The ownership
percentage set forth above is based on 32,468,380 shares of Common Stock outstanding as set forth in the issuer’s most recent Form 10-Q and the Company’s issuance of 2,539,473 shares of Common Stock as reported herein.
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CUSIP NO. 89656D101
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Schedule 13D
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Page 4 of 6
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1
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NAMES OF REPORTING PERSONS
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Michael F. Price(1)
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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||||||
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(b) ⌧
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3
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SEC USE ONLY
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||||
4
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SOURCE OF FUNDS
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||||||
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AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
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||||||
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TO ITEM 2(d) or 2(e)
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||||||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States of America
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NUMBER OF
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7
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SOLE VOTING POWER
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||||
SHARES
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0
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||||
BENEFICIALLY
|
|
8
|
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SHARED VOTING POWER
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|
||||
OWNED BY
|
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|
|
8,813,801(2)
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|
|
||||
EACH REPORT-
|
|
9
|
|
SOLE DISPOSITIVE POWER
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|
||||
ING
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|
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|
0
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|
||||
PERSON WITH
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
||||
|
|
|
|
|
|
8,813,801(2)
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|
||
11
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|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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|
|
||||||
|
|
8,813,801(2)
|
|
|
|
|
|
|
||
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
|
|
|
||||||
|
|
CERTAIN SHARES
|
|
|
|
⌧
|
||||
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||||||
|
|
25.2%
|
|
|
|
|
|
|
||
14
|
|
TYPE OF REPORTING PERSON
|
|
|
||||||
|
|
IN
|
|
|
|
|
|
|
||
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||||||||||
(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.
|
||||||||||
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|
(2) The 8,813,801 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 8,813,801 shares of Common Stock reported herein. The ownership
percentage set forth above is based on 32,468,380 shares of Common Stock outstanding as set forth in the issuer’s most recent Form 10-Q and the Company’s issuance of 2,539,473 shares of Common Stock as reported herein.
|
||||||||
|
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CUSIP NO. 89656D101
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Schedule 13D
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Page 5 of 6
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Exhibit 6
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Private Placement Agreement, by and among the Company and the investors identified on Schedule A therein, dated as of October 22, 2021 (filed as Exhibit 10.6 of the
Current Report on Form 8-K filed by the Company on October 25, 2021 and incorporated herein by reference)
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CUSIP NO. 89656D101
|
Schedule 13D
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Page 6 of 6
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MFP Partners, L.P.,
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by its General Partner,
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MFP Investors LLC
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By:
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/s/ Michael F. Price
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Name:
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Michael F. Price
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Title:
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Managing Partner
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MFP Investors LLC
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By:
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Michael F. Price
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Name:
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Michael F. Price
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Title:
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Managing Member
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/s/ Michael F. Price
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Michael F. Price
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CUSIP NO. 89656D101
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Schedule 13D
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INDEX OF EXHIBITS
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Exhibit 1
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Joint Filing Agreement, dated as of April 17, 2013, by and among MFP Partners, L.P., MFP Investors LLC and Michael F. Price*
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Exhibit 2
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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)*
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Exhibit 3
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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)*
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Exhibit 4
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Agreement made as of February 14, 2017, by and between MFP and DS Fund I LLC*
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Exhibit 5
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Stock Purchase Agreement made as of October 25, 2021, by and between Marcato Capital Management LP, on behalf of Marcato International
Master Fund Ltd., MFP and the purchasers named therein*
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Exhibit 6
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Private Placement Agreement, by and among the Company and the investors identified on Schedule A therein, dated as of October 22, 2021 (filed as Exhibit 10.6 of the
Current Report on Form 8-K filed by the Company on October 25, 2021 and incorporated herein by reference)
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