UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

SCHEDULE 14A
(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION

Proxy Statement Pursuantpursuant to Section 14(a) of the
Securities Exchange Act of 1934

 

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Preliminary Proxy Statement

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Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12§240.14a-12

SYMS CORPTrinity Place Holdings Inc.

(Name of Registrant as Specified in Itsits Charter)

(Name of Person(s) Filing Proxy Statement, if otherOther than the Registrant)

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INTRODUCTIONFREQUENTLY ASKED QUESTIONS ABOUT OUR PROXY MATERIALS AND THE ANNUAL MEETING			1
MATTERS SUBMITTED TO STOCKHOLDERS			5
PROPOSAL 1 — ELECTION OF DIRECTORS			25
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORSCORPORATE GOVERNANCE			49
COMPENSATION OF DIRECTORSGovernance Role of the Board of Directors			89
Board Leadership Structure			9
Board Role in Oversight of Risk			9
Director Independence			9
Board of Directors Meetings and Attendance			9
Audit Committee			10
Report of the Audit Committee			10
Director Nomination Process			10
Review, Approval or Ratification of Transactions with Related Persons			11
Transactions with Related Persons			12
Compensation Processes and Procedures			12
Compensation Committee Interlocks and Insider Participation			12
Director Compensation			13
Securities Authorized for Issuance Under Equity Compensation Plans			13
Communications with the Board of Directors			13
Outside Advisors			13
Code of Ethics			14
Section 16(a) Beneficial Ownership Reporting Compliance			14
EXECUTIVE OFFICERS			815
EXECUTIVE COMPENSATION			16
Compensation Discussion and Analysis			16
Compensation Committee Report			21
Summary Compensation Table			22
Grants of Plan-Based Awards Table			23
Outstanding Equity Awards at Fiscal Year-End			23
Stock Vested in 2015			24
Potential Payments Upon Termination or Change in Control			24
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			1027
EXECUTIVE COMPENSATION			11
EXECUTIVE COMPENSATION, RETIREMENT PROGRAMS AND OTHER ARRANGEMENTS			13
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION			16
REPORT OF THE COMPENSATION AND STOCK OPTION COMMITTEES			16
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE			17
AUDIT COMMITTEE REPORT			17
ADVISORY VOTE ON EXECUTIVE COMPENSATION			18
ADVISORY VOTE ON THE FREQUENCY OF NON-BINDING VOTES ON EXECUTIVE COMPENSATION			19
PROPOSAL 2 — RATIFICATION OF APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			2029
OTHER MATTERS			21
SHAREHOLDER NOMINATIONS AND PROPOSALS			21
DELIVERY OF DOCUMENTS TO SECURITY HOLDERS SHARING AN ADDRESS			2231
ANNUAL REPORT TO SHAREHOLDERSSTOCKHOLDERS			2331
HOUSEHOLDING OF ANNUAL MEETING MATERIALS			31
STOCKHOLDER PROPOSALS FOR THE 2017 ANNUAL MEETING			31

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Abstentions and broker non-votes are included in the determination of the number of shares present at the 2011 Annual Meeting for quorum purposes. A “broker non-vote” occurs when a nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power on that matter and has not received instructions from the beneficial owner. With respect to Proposals 1, 2, 3 and 4, abstentions and “broker non-votes” will not be counted as votes cast and, accordingly, will have no effect on the outcomes of these proposals.

ELECTION OF DIRECTORS

Proposal 1

At the 2011 Annual Meeting, all five directors of the Company are to be elected for the term of one year or until their respective successors have been elected and qualified. It is intended that votes will be cast pursuant to proxies received from holders of Common Stock of the Company for the nominees listed below, unless the proxy contains contrary instructions. The affirmative vote of a plurality of the votes cast at the meeting is necessary for the election of directors. Thus, provided a quorum is present and voting, the five directors receiving the most votes will be elected as directors.

If any of the nominees listed below is unavailable for election at the date of the 2011 Annual Meeting, the shares represented by the proxy will be voted for the remaining nominees and for such substitute nominee or nominees as the Board of Directors, in their judgment, designate. The Company at this time has no reason to believe that any of these directors and nominees will decline or be unable to serve if elected.

Background information with respect to the Board of Directors’ nominees for election as directors, appears below. Four of the five nominees for directors are incumbent directors, who were elected by shareholders at a meeting for which proxies were solicited. The fifth director was appointed by the Board of Directors in October 2010. There is no family relationship between any nominee and any other nominee or executive officer of the Company. See “Security Ownership of Certain Beneficial Owners and Management” for information regarding the equity securities of the Company owned by each nominee for director.

Name of Director or Nominee for Election		Age		Director Since		Position
Marcy Syms(1)(4)(5)		60		1983		Chief Executive Officer and Chairman of the Board
Beth L. Bronner		60		2010		Director of the Company
Henry M. Chidgey(2)(3)		61		2006		Director of the Company
Bernard H. Tenenbaum(1)(2)(3)(4)(5)		56		2006		Director of the Company
Thomas E. Zanecchia(2)(3)		56		2007		Director of the Company

(1)Q:

Member of the Executive Committee of the Company.Can I change my mind after I vote?

(2)A:

Member ofYes, you can change your vote at any time before the Stock Option Committee ofpolls close at the Company.Annual Meeting. There are three methods by which you can effect a change in your vote:

Give written notice to the Corporate Secretary at the address of the Company’s principal executive offices specified on the first page of this proxy statement;

Deliver a later-dated proxy; or

Vote in person at the Annual Meeting.

Q:

Can I vote at the Annual Meeting?

(3)A:

MemberYes, if you attend the Annual Meeting in person. Even if you plan to be present at the Annual Meeting, we urge you to vote your shares by proxy. If you vote your shares by proxy, you can change your mind and vote your shares at the Annual Meeting if you attend in person. If you are a beneficial owner of stock who holds shares indirectly through a broker, bank or other nominee, you must obtain a legal “proxy” from the Audit Committeerecord owner of the Company.your shares in order to vote in person.

(4)Q:

Member ofHow many shares must be present to conduct business at the Nominating & Corporate Governance Committee of the Company.Annual Meeting?

(5)A:

MemberIf the single outstanding share of Special Stock as well as a majority of the Compensation Committeeoutstanding shares of Common Stock entitled to vote at the meeting are present in person or by proxy, sufficient shares will be present at the Annual Meeting to conduct business on all proposals. With respect to the election of Alexander C. Matina and Marina Shevrytalova as Class II members of the Company.Board of Directors, a majority of the outstanding shares of our Common Stock entitled to vote at the meeting must be present in person or by proxy to constitute sufficient shares for the transaction of business. With respect to the election of Joanne M. Minieri as a Class II member of the Board of Directors by the holder of our Special Stock, the single outstanding share of Special Stock must be present in person or by proxy to conduct business on that proposal. With respect to the ratification of the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm, a majority of the outstanding shares of our Common Stock entitled to vote at the meeting must be present in person or by proxy to constitute sufficient shares for the transaction of business on that proposal. These are typically referred to as quorum requirements.

Nominees for Election as Director

Set forth below is information concerning the Board of Directors’ nominees for director:

MARCY SYMS has been a Director of the Company since 1983, served as President from 1983 until 2010 and was Chief Operating Officer of the Company from 1984 until January 1998. From January 1998 until the present, Marcy Syms has served as Chief Executive Officer of the Company. Marcy Syms is also a director of Rite-Aid Corp. Marcy Syms was elected Chairman of the Board in 2010.

Q:

How many votes are needed to elect directors?

A:

Directors are elected by a plurality of the votes cast in the election of directors, either in person or by proxy. The Board of Directors consists of six directors. At the Annual Meeting, the holders of our Common Stock will be asked to vote on the election of two directors and the holder of our Special Stock will be asked to vote on the election of one director. In each case, the nominees who receive the largest number of “FOR” votes cast, up to the number of directors to be elected by such class of stock, will be elected as directors. Stockholders cannot cumulate votes in the election of directors. Abstentions and broker non-votes have no effect on the outcome of director elections.

Q:

How many votes are needed to ratify the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm?

A:

Ratification of the appointment of our independent registered public accounting firm requires the affirmative vote of a majority of the votes represented at the meeting and entitled to vote on the matter. In accordance with Delaware law, only votes cast “FOR” a matter constitute affirmative votes. A properly executed proxy marked “abstain” with respect to the ratification of the appointment of our independent registered public accounting firm will not be voted, although it will be counted for purposes of determining whether there is a quorum. Since abstentions will not be votes cast “FOR” the ratification of the appointment of our independent registered public accounting firm, they will have the same effect as negative votes or votes against the matter. As noted above, the ratification of the appointment of BDO USA, LLP is considered a routine matter under applicable rules, and therefore no broker non-votes are expected in connection with this proposal.

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COMPENSATIONMATTERS SUBMITTED TO STOCKHOLDERS

PROPOSAL 1 — ELECTION OF DIRECTORS

We currently have six members on our Board of Directors. Under our Certificate of Incorporation, the Board is divided into two classes, as nearly equal in number as possible, designated Class I and Class II. Each memberdirector serves for a term ending on the date of the second annual meeting following the annual meeting at which such director was elected and until the election and qualification of their respective successors in offices. There are no familial relationships among our directors and/or executive officers.

Two of the Class II director nominees, Alexander C. Matina and Marina Shevrytalova, are proposed for election by the holders of Common Stock at the Annual Meeting to hold office until the annual meeting of stockholders in 2018 and until their respective successors are duly elected and qualified or their earlier resignation or removal. The holder of the Company’s Special Stock is entitled to elect the third Class II director, and is expected to elect Joanne M. Minieri as the “Special Stock Director” defined in the Company’s Certificate of Incorporation, to hold office until the annual meeting of stockholders in 2018 and until her successor is duly elected and qualified or her earlier resignation or removal.

On or about March 8, 2016, a General Unsecured Claim Satisfaction (as defined in the Modified Second Amended Joint Chapter 11 Plan of Reorganization of Syms Corp. and its Subsidiaries, or the Plan) occurred. Upon the occurrence of the General Unsecured Claim Satisfaction, the share of Series A Preferred Stock was automatically redeemed and, pursuant to the terms of our Certificate of Incorporation, the terms of the Series A Director, Alan Cohen, and Independent Director, Keith Pattiz, automatically terminated; Messrs. Cohen and Pattiz ceased to be directors of the Company and the size of the Board was automatically reduced to three. Subsequently, the Board of Directors increased the size of the Board of Directors who is not an officerto six, and appointed each of Alan Cohen, Keith Pattiz and Matthew Messinger as Class I Directors to fill the three vacancies resulting from the increase of the size of the Board from three to six, for terms ending at the 2017 annual meeting of stockholders and to hold office until their successors are elected and qualified or employeeuntil their earlier resignation or removal.

The Company’s Certificate of Incorporation provides that on the first date that Third Avenue Trust, on behalf of Third Avenue Real Estate Value Fund (“Third Avenue”), no longer meets the Special Stock Ownership Threshold of 2,345,000 shares of Common Stock, the term of the Special Stock Director will automatically terminate, the person formerly holding such directorship will cease to be a director of the Company receives a director’s fee, presently established at the rate of $5,000 per meeting, for attending regular or special meetings of the Board of Directors. Additionally, each audit committee member receives $2,000 per meeting and the chair person of the audit committee receives $4,000 per meeting. For other committees, each committee membersize of the Board of Directors receives $1,000 for any committee meeting attendedwill be automatically reduced by one directorship. Immediately following such member. Travel expensesreduction, the size of such directors related to attendance at Board and committee meetings are reimbursed. Directors who are officers or employees of the Company do not receive any additional compensation by reason of their service as directors.

The following table sets forth certain information regarding the compensation we paid to each individual who served as a director of the Company during fiscal 2010, other than Marcy Syms. See the “Summary Compensation Table” below for information pertaining to compensation paid to Marcy Syms.

Name		Fees Paid
Bernard H. Tenenbaum		$	61,000
Beth L. Bronner			15,000
Henry M. Chidgey			48,000
Thomas E. Zanecchia			48,000

EXECUTIVE OFFICERS

The Company’s executive officers, as well as additional information with respect to such persons, are set forth below:

Name		Age		Position
Marcy Syms		60		Chief Executive Officer and Chairman of the Board
Joel Feigenbaum		54		President
Seth Udasin		55		Senior Vice President, Chief Financial Officer and Chief Accounting Officer
Anne Keefe		47		Senior Vice President, Human Resources
Carl Palumbo		62		Senior Vice President, Planning and Allocation
Laura McCabe Brandt		40		Vice President, General Counsel and Corporate Secretary

Information with respect to Marcy Syms is set forth on page two of this Proxy Statement under “Election of Directors.”

Joel Feigenbaum, President

Mr. Joel Feigenbaum started as the Chief Integration Officer of the Company in March 2010. Since that time, Mr. Feigenbaum was promoted to Chief Operating Officer in June 2010 and elected by the Board of Directors to the position of President in October 2010. Prior to joining Syms Corp, he served as President of Reader’s Digest’s Books Are Fun, Ltd., the world’s leading display marketer of books and gifts. Prior to Reader’s Digest, he was Chief Operating Officer of babygear.com and President and Chief Operating Officer of Century 21 Stores.

Seth Udasin, Senior Vice President, Chief Financial Officer and Chief Accounting Officer

Mr. Seth Udasin joined Syms Corp in June 2010. He was formerly Vice President and Chief Financial Officer (1996-2005) of The Children’s Place Retail Stores, Inc. Mr. Udasin most recently had been an independent consultant providing retail and financial business advice and consulting services to small and mid-size retail and service companies. He iswill automatically be increased by one directorship, which will be a Certified Public Accountant in the State of New York.

Ann Keefe, Senior Vice President, Human Resources

Ms. Ann Keefe joined Filene’s Basement in 1982 in the Flagship downtown Boston location. Over the years, Ms. Keefe progressed through a series of Human Resources positions in the Boston store, the Distribution Center and the Corporate Office. She became Vice President of Human Resources in 2005 and Senior Vice President of Human Resources in 2008. In 2010, Ms. Keefe was named as Senior Vice President Human Resources of Syms Corp.

Name of Director		Age		Business Experience and Other Information
Alexander C. Matina		39		Mr. Matina has served as a director of the Company since April 11, 2013 and is the Chairman of the Board. He was initially elected by the two directors of the Company then serving as the directors elected by the holders of Common Stock pursuant to the Company’s by-laws. He is the Vice President of Investments for MFP Investors, LLC, the family office of Michael F. Price, which has a value-investing focus across public and private markets. Mr. Matina also serves as a director of S&W Seed Company, a publicly traded agricultural company.
				Qualifications and Skills:  Mr. Matina brings a strong finance background to the Company, including experience with bankruptcies and private equity. Mr. Matina serves as an adjunct professor of financial modeling at Fordham University. Prior to joining MFP Investors, LLC in 2007, Mr. Matina served in various roles at Balance Asset Management, a multi-strategy hedge fund, and as a senior associate at Altus Capital Partners, a middle market private equity fund. He was previously a principal at 747 Capital, a private equity fund-of-funds, and a financial analyst at Salomon Smith Barney in the financial sponsors group of the investment banking division.
Marina Shevyrtalova		39		Ms. Shevyrtalova has served as a director of the Company since September 14, 2012. Ms. Shevyrtalova was initially elected to the Company’s Board of Directors by the parties that backstopped the rights offering conducted by Syms Corp. in connection with its emergence from bankruptcy. She is currently the Portfolio Manager and a member of the Investment Committee at DS Advisors, LLC.
				Qualifications and Skills:  Prior to joining DS Advisors, Ms. Shevyrtalova was part of the investment team at Barington Capital Group, an investment firm experienced in taking active roles in assisting companies in creating and improving stockholder value. From 2003 to 2007, Ms. Shevyrtalova was a Vice President at Lehman Brothers in its Equity Capital Management Group, where she focused on investing in undervalued equities, special situations and turnarounds. Ms. Shevyrtalova is a graduate of the Harvard Business School.

each executive officer namedis as of the date of the Annual Meeting.

Class II Director Elected by Holder of Special Stock (term expiring in the summary compensation table;2018)

Name of Director		Age		Business Experience and Other Information
Joanne M. Minieri		56		Ms. Minieri has served as a director of the Company since November 8, 2013 and serves as the Chair of the Board’s Audit Committee. She was appointed by Third Avenue, a major investor in the Company. Ms. Minieri serves as the “Special Stock Director”, who is elected by the holder of the Special Stock pursuant to the Company’s Certificate of Incorporation. She is the Deputy County Executive of Suffolk County, New York and Commissioner for Suffolk County Economic Development and Planning.
				Qualifications and Skills:  Previously, Ms. Minieri served as President and Chief Operating Officer of Forest City Ratner Companies (“FCRC”), a wholly owned subsidiary of Forest City Enterprises (“FCE”). She originally joined FCRC as its Chief Financial Officer in 1995, and was promoted to Executive Vice President and Chief Operating Officer in 1998 and to President and Chief Operating Officer in 2007. Ms. Minieri is the Chairman of the Suffolk County IDA and the Suffolk County Economic Development Corp. She also serves on the Board of the Suffolk County Land Bank as Vice Chairman, formed in 2014. Ms. Minieri is a certified public accountant.

each person owning of record or known

Class I Directors Elected by us, based on information provided to us by the persons named below, to own beneficially more than 5% of our common stock; and

all directors and executive officers as a group.

Each person named in the table has sole voting and investment power with respect to all sharesHolders of Common stock shown as beneficially owned by such person, except as otherwise set forthStock (term expiring in the notes to the table.

2017)

Name and Address of Beneficial Owner		Amount and Nature of Beneficial Ownership of Common Stock				Percent of Class
Marcy Syms One Syms Way Secaucus, NJ 07094			7,955,294 (1)				54.7	%
Franklin Resources, Inc.  777 Mariners Island Blvd. San Mateo, CA 94404			1,430,000 (2)				9.9	%
Dimensional Fund Advisors, Inc.  6300 Bee Cave Road Austin, TX 78746			1,216,537 (3)				8.4	%
Bernard H. Tenenbaum			100				*
Beth L. Bronner			—				—
Henry M. Chidgey			—				—
Thomas E. Zanecchia			—				—
All directors and executive officers as a group (10 persons)			7,955,394				54.7	%

	*	Less
Name of Director		Age		Business Experience and Other Information
Matthew Messinger		44		Mr. Messinger has been the President and CEO of the Company since October 2013 and has served as a director of the Company since March 9, 2016.
				Qualifications and Skills:  Prior to joining the Company, Mr. Messinger served as the Executive Vice President and Director of Investment Management at FCRC, a wholly owned subsidiary of FCE, where he served for more than one percent18 years. In this role, Mr. Messinger led the New York Investment Committee of FCRC and served on the Investment Committee and Executive Management Committee of FCE. Mr. Messinger brings extensive development, asset management, finance, strategic planning and tax credit structuring experience across a wide range of asset classes including retail, hotel, residential, office, arena and professional sports teams.
Alan Cohen		79		Mr. Cohen has served as a director of the Company since September 14, 2012. Mr. Cohen was initially elected to the Board of Directors by the Official Committee of Unsecured Creditors of Syms Corp. Mr. Cohen is the Chairman of Abacus Advisors LLC, a business advisory firm.
				Qualifications and Skills:  Mr. Cohen is the Chairman of Abacus Advisors and has more than 30 years’ experience working with distressed businesses in all aspects of their management and operations, serving as a consultant and advisor to numerous Fortune 500 companies and many leading banks and financial institutions. He has been an active participant in seminars on turnaround management and has lectured extensively on restructuring and asset-based lending. Mr. Cohen has served as a trustee, chief restructuring officer, and consultant in various chapter 11 cases, state court proceedings, and out-of-court restructurings for companies including The Towers Financial Corporation, County Seat Stores, 47th Street Photo, Russ Togs and Aileen, Inc.

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	(1)	Represents (a) 946,932 shares
Name of Director		Age		Business Experience and Other Information
Keith Pattiz		63		Mr. Pattiz has served as a director of the Company common stock owned directly by Marcy Syms, (b) 697,592 shares of Company common stock heldsince November 5, 2013. Mr. Pattiz is a partner in the Laura Merns Living Trust, dated February 14, 2003 (the “Merns Trust”), (c) 6,213,270 shareslaw firm of Company common stock held in the Marcy Syms Revocable Living Trust, dated January 12, 1990,McDermott Will & Emery LLP, where he serves as amended (the “Marcy Syms Trust”), of which 5,896,087 shares of Company common stock was transferred to the Marcy Syms Trust from the Cortlandt Enterprises Limited Liability Partnership upon its dissolution in 2009 and (d) fully vested options entitling Marcy Syms to purchase 97,500 shares of Company common stock. Marcy Syms is the sole Trusteehead of the Merns Trust; she disclaims beneficial ownershipreal estate group.
				Qualifications and Skills:  Mr. Pattiz has extensive experience in a wide range of the shares owned by the Merns Trust except to the extent of her pecuniary interest in the Merns Trust. Marcy Syms retains the sole voting power with respect to the 6,213,270 shares of Company common stock held by the Marcy Syms Trustreal estate matters, including commercial leasing, financing, sales and the right to revoke the Marcy Syms Trust at any time.acquisitions, hotel transactions and real estate workout matters.

(2)

Franklin Resources, Inc. (“Franklin”) has sole voting and dispositive power with respect to 1,430,000 shares. This information is based upon a Form 13F publicly filed by Franklin in May 2011.

(3)

Dimensional Fund Advisors, Inc. (“Dimensional”) has sole dispositive power with respect to 1,216,537 shares. This information is based upon a Schedule 13G publicly filed by Dimensional in February 2011.

Of the directors, Messrs. Chidgey and Zanecchia and Ms. Bronner do not beneficially own any shares of Company common stock. Other than Marcy Syms, none of the executive officers named in the summary compensation table, beneficially own any shares of Company common stock.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR”
THE ELECTION OF THE NOMINEES TO THE BOARD OF DIRECTORS

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EXECUTIVE COMPENSATIONCORPORATE GOVERNANCE

Compensation Discussion and Analysis

Compensation Philosophy:  The Company’s compensation program is designed to integrate compensation with the achievement of the Company’s business objectives and to ensure that total compensation paid to executive officers and key employees is fair and reasonable. The Company has structured its executive compensation to motivate executives to achieve the business goals set by the Company and reward the executives for achieving such goals. This philosophy also includes aligning and rewarding management for increasing shareholder value.

The Compensation Committee, through its executive compensation policy, strives to provide compensation rewards based upon corporate and individual performance. It seeks to maintain a relatively simple compensation program in order to avoid the administrative costs which the Compensation Committee believes are inherent in multiple complex compensation plans and agreements.

The Company does not generally enter into employment, severance or change in control agreements with any of its executive officers. However, Seth Udasin, the Chief Financial Officer has a pre-negotiated severance package included in his employment offer letter as did Jason Somerfeld, the former Senior Vice President and General Merchandising Manager. Both Mr. Udasin and Mr. Somerfeld negotiated a six (6) month severance package upon involuntary termination from the Company. Further details on the employment offer letters are described under the heading “Employment Offer Letters”.

The determination of compensation ranges for executive officers did not utilize benchmarking compensation packages with other retailers to analyze the compensation of our executive officers during the past fiscal year. In setting compensation for our executive officers, the Company has traditionally focused upon (i) the current compensation of the employee, (ii) past compensation for the employee and for other individuals in the same role or similar roles at the Company and (iii) the Company’s operating results. Determination of Marcy Syms’ compensation as the Company’s Chief Executive Officer for fiscal 2010 reflects the Company’s performance and also reflects recognition of Ms. Syms unique, ongoing contribution to the growth, success and viability of the Company.

Base Salary:  The base salary for Company personnel is intended to provide competitive remuneration for services provided to the Company over a one-year period and is designed to compensate an individual for his or her level of responsibility and performance.

Bonus:  Bonuses may be awarded based upon individual performance as measured against individual goals and objectives, combined with the Company’s attainment of corporate goals and objectives. The Compensation Committee utilizes cash bonuses, when it feels a bonus is merited, based on factors such as an executive’s individual performance and the Company’s performance relative to its past performance and the performance of competitors.

Long-Term Incentive:  The Stock Option Committee

Governance Role of the Board of Directors has

Our business and affairs are managed under the responsibilitydirection of administeringthe Board of Directors, which is the Company’s stock option plansultimate decision-making body, except with respect to those matters reserved for our stockholders. The Board establishes overall corporate policies, evaluates our chief executive officer and is therefore responsible for authorizing all grantssenior leadership team, and acts as an advisor and counselor to management. The Board also oversees our business strategy and planning, as well as the performance of options. management in executing our comprehensive business plan and managing our day-to-day operations.

Board Leadership Structure

The Stock Option Committee is comprised entirelyoffices of non-employee directors that have no direct or indirect material interest in, or relations with,Chairman of the Board of Directors of the Company outside of their position as a Director. The Stock Option Committee currently consistsand Chief Executive Officer of the following membersCompany are separated. Mr. Matina has been appointed as Chairman of the Company’s Board of Directors: Bernard H. Tenenbaum, Henry M. ChidgeyDirectors and Thomas E. Zanecchia.Mr. Messinger is the Company’s Chief Executive Officer. The Stock Option Committee believes that long-term incentive awards for executives promote retention and maximize shareholder value, which alignCompany does not have a fixed policy with respect to the interests of executives with those of shareholders.

Stock Option Plans:  The Company’s Amended and Restated Stock Option and Appreciation Plan (the “Stock Option Plan”) allows for the granting of incentive stock options, as defined in Section 422Aseparation of the Internal Revenue Code of 1986 (as amended), non-qualified stock options and stock appreciation rights. The plan requires that incentive stock options be granted at an exercise price not less than the fair market valueoffices of the Company’s common stock on the date the option is granted. The exercise priceChairman and Chief Executive Officer of the optionCompany. We believe that the separation of these offices is currently appropriate and that it is in our best interests to make these determinations from time to time.

Board Role in Oversight of Risk

The Board of Directors is responsible for holdersoverseeing our executive management team in the execution of more than 10%its responsibilities and for assessing the Company’s approach to risk management. The Board exercises these responsibilities on an ongoing basis as part of its meetings and through the Audit Committee. Each member of the voting rightsmanagement team has direct access to the Board and the Audit Committee to ensure that all risk issues are frequently and openly communicated. The Board of Directors closely monitors the information it receives from management and provides oversight and guidance to our executive management team regarding the assessment and management of risk. For example, the Board regularly reviews the Company’s critical strategic, operational, legal and financial risks with management to set the tone and direction for ensuring appropriate risk taking within the business.

In addition, financial risks are overseen by our Audit Committee, which meets separately with representatives of our independent auditors to determine whether any material financial risks or any deficiencies in our internal controls over financial reporting have been identified and, if so, the executive management team’s plans to rectify or mitigate these risks. The Audit Committee also oversees risks related to the Company’s financial statements, the financial reporting process and accounting matters.

Our Board and Audit Committee have access at all times to the Company’s management to discuss any matters of interest, including those related to risk. Those members of our executive management team who are most knowledgeable of the issues facing the Company must be not less than 110%also regularly attend Board and Audit Committee meetings to provide additional insight into items being discussed, including risk exposures. We believe that our Board leadership structure enables senior management to communicate identified risks to our Board and Audit Committee and affords a free flow of communication regarding risk identification and mitigation.

Director Independence

The Board of Directors has determined that each member of the fair market valueBoard, other than Mr. Messinger, is “independent” in accordance with Section 803A of the Common Stock onNYSE MKT Company Guide.

Board of Directors Meetings and Attendance

The Board of Directors held five meetings in the date of grant. Non-qualified options and stock appreciation rights may be granted at any exercise price, subject to limitations imposed pursuant to Section 409Aten months ended December 31, 2015 (a ten month transition period as a result of the Internal Revenue Codechange in our fiscal year effective with the year ended December 31, 2015). All of the directors attended at least 75% of the total of all meetings of the Board and Board committees on which they served during the ten months ended December 31, 2015. Each director is expected to attend annual meetings of stockholders.

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Audit Committee

which penalizes employees who receive optionsThe Company’s Audit Committee consists of five directors (Joanne Minieri, Alexander Matina, Alan Cohen, Keith Pattiz and stock appreciation rights granted at a price belowMarina Shevyrtalova) and is responsible for fulfilling the then-current fair market value.Board’s responsibilities as they relate to the Company’s financial oversight functions such as accounting policies, internal controls and financial reporting practices. The CompanyBoard of Directors has reserved 1,500,000 sharesdetermined that Ms. Minieri is an “audit committee financial expert,” as that term is used in Item 407 of common stock for issuance thereunder. The maximum exercise period for any option or stock appreciation rightRegulation S-K promulgated under the plan is ten years from the date the option is granted (five years for any optionee who holds more than 10%Exchange Act. The Board of Directors has determined that each of the voting rightscurrent members of the Company).Audit Committee is independent under Section 803A of the NYSE MKT Company Guide, meets the criteria for independence set forth in Rule 10A-3 under the Exchange Act and satisfies the other Audit Committee membership requirements specified in Section 803B of the NYSE MKT Company Guide. The Stock OptionAudit Committee frozeheld three meetings during the Stock Option Plan as often months ended December 31, 20062015. The Audit Committee operates under a written charter. A copy of the Audit Committee charter is available on our website atwww.trinityplaceholdings.com under the Financials tab and at such time, no further grants have been awardedmay also be obtained without charge by written request to Investor Relations, Trinity Place Holdings Inc., 717 Fifth Avenue, Suite 1303, New York, New York 10022.

Report of the Audit Committee

The following report of the Audit Committee does not constitute soliciting material and should not and will not be deemed filed or incorporated by reference into any other Company filing under this plan.

In 2005,the Securities Act of 1933, as amended, or the Exchange Act, except to the extent the Company adoptedspecifically incorporates this report by reference therein.

The Audit Committee has reviewed and discussed with BDO USA, LLP, the 2005 Stock Option Plan (the “2005 Plan”). The 2005 Plan permitsCompany’s independent registered public accounting firm, those matters required to be discussed by the grant of options, share appreciation rights, restricted shares, restricted share units, performance units, performance shares, cash-based awards and other share-based awards. Key employees, non-employee directors, and third party service providersapplicable requirements of the Public Company who are selectedAccounting Oversight Board, or PCAOB, including the matters described in the statement on Auditing Standards No. 16, as amended, as adopted by a committee designatedthe PCAOB.

The Audit Committee has received the written disclosures and the letter from BDO USA, LLP, as required by applicable requirements of the PCAOB, regarding BDO USA, LLP’s communications with the Audit Committee concerning independence, and the Audit Committee has discussed with BDO USA, LLP its independence.

Based on the Audit Committee’s review of and discussions regarding the Company’s audited consolidated financial statements and the Company’s internal control over financial reporting with management, the Company’s internal auditors and the independent registered public accounting firm and the other reviews and discussions with the independent registered public accounting firm referred to in the preceding paragraph, subject to the limitations on the Audit Committee’s roles and responsibilities described above and in the Audit Committee charter, the Audit Committee recommended to the Board of Directors ofthat the Company are eligible to participateCompany’s audited consolidated financial statements be included in the 2005 Plan. The maximum number of shares issuable underCompany’s Transition Report on Form 10-KT for the 2005 Plan is 850,000, subject to certain adjustments inten months ended December 31, 2015 for filing with the event of changes to the Company’s capital structure.SEC.

The 2005 Plan requires that incentive stock options be granted at an exercise price not less than the fair market value of the Company’s common stock on the date the option is granted. The exercise price of such options for holders of more than 10% of the voting stock of the Company must be not less than 110% of the fair market value of the Company’s common stock on the date of grant. The exercise price of non-qualified options and stock appreciation rights must not be less than fair market value.Respectfully submitted,

The maximum exercise period for any option or stock appreciation right under the 2005 Plan is ten years from the date the option is granted (five years for any incentive stock options issued to a person who holds more than 10% of the voting stock of the Company).Joanne M. Minieri, Chairman
Alan Cohen
Alexander C. Matina
Keith Pattiz
Marina Shevrytalova

There were no options granted during fiscal 2010, and all options previously granted are fully vested.

Employment Offer Letters.  The Company does not generally enter into individual employment, severance or change in control agreements with any of its executive officers. However, the Company has entered into an employment offer letter with Mr. Udasin, the Chief Financial Officer, dated as of June 2010. Mr. Udasin’s employment offer letter provides that he is entitled to an annual base salary of $275,000, an annual car allowance of $6,000 and a Company-paid gas card. In addition, in the event Mr. Udasin’s employment is terminated involuntarily, he would be entitled to a severance payment equal to six months base salary. The Company also entered into an employment offer letter with Ms. Brandt, the General Counsel, dated October 2010 that provides for an annual base salary of $250,000 and an annual car allowance of $6,000. In addition, the Company had entered into a substantially similar employment offer letter with Mr. Somerfeld, the former Senior Vice President and General Merchandising Manager, but his employment terminated with us in February of 2011. Mr. Somerfeld’s annual base salary at the time was $404,000 with a $1,000 per month allowance for commuter expenses and incidentals permitted under the Company’s corporate credit card. Upon Mr. Somerfeld’s termination of employment and execution and non-revocation of a release of claims, the Company was obligated to pay $202,000 as his severance payment that is being paid through bi-weekly payments. This severance amount is the equivalent of six months of base salary.

Director Nomination Process

The Company does not otherwisecurrently have a formal severance policy with its executive officersstanding nominating committee or other committee performing similar functions, nor have we adopted a nominating committee charter. Under Section 804 of the NYSE MKT Company Guide, in the absence of a nominating committee, Board of Director nominations may be either selected, or recommended for the Board’s selection, by a majority of the independent directors of the Board. Given our size, available resources and determines onthat the NYSE MKT does not require us to have a case by case basis whether severance would be provided uponnominating committee, the terminationBoard of an executive officer. For example, uponDirectors has determined that it is in the Company’s termination of employment of Mr. Siconolfi,best interest to have the former Controllerindependent directors (Matina, Cohen, Pattiz, Minieri and acting Chief Accounting Officer, in October 2010, the Company determined to pay Mr. Siconolfi a severance payment of $36,250 broken into bi-weekly payments in exchange for a release of claims. This severance payment to Mr. Siconolfi represented thirteen weeks of salary. For Mr. Shulman, former President, the Company determined to pay $370,000 in exchange for a release of all claims as severance. This severance amount represents six months of compensation and was paid to Mr. Shulman in bi-weekly increments.

Tax Considerations:  It is the responsibility of the Compensation Committee to address the issues raised by the tax laws which make certain non-performance-based compensation to executives of public companies in excess of $1,000,000 non-deductible to the Company. In this regard, the Compensation Committee must determine whether any actions with respect to this limit should be taken by the Company. At this time, it is not anticipated that any executive officer will receive any compensation in excess of this limit.

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The following table sets forth,Board has adopted director nominating procedures. Under these procedures, in general, the independent directors will develop criteria for eachevaluating prospective candidates to the Board and committees, including any specific minimum qualifications and any specific qualities or skills necessary for one or more directors to possess. Among such other criteria as the independent directors may from time to time determine appropriate, when the independent directors determine that expansion of the Board or replacement of a director, or the establishment or expansion of a committee, or replacement of a committee member, is necessary or appropriate, the independent directors will conduct candidate interviews, which may be with members of management, consult with the candidate’s associates and through other means determine a candidate’s honesty, integrity, reputation in and commitment to the community, judgment, personality and thinking style, residence, willingness to devote the necessary time, potential conflicts of interest, independence, understanding of financial statements and issues and other matters of relevance to the Board or applicable committee, and the willingness and ability of the candidate to engage in meaningful and constructive discussion regarding Company issues. While diversity may contribute to this overall evaluation, it is not considered by the independent directors as a separate or independent factor in identifying nominees for director.

The Company may identify candidates through recommendations made by directors, senior management or other third parties. The independent directors will consider director candidates recommended to the Board by stockholders during such times as the Company is actively considering appointing new directors. Candidates recommended by stockholders will be evaluated based on the same criteria described above.

The independent directors will recommend those individuals that they determine should be nominees for election or re-election to the Board at the annual meeting of stockholders or, if applicable, at a special meeting of stockholders, or otherwise appointed to the Board or any committee thereof (with authority for final approval remaining with the independent directors). Stockholders desiring to suggest a candidate for consideration by the independent directors must do so in accordance with the Company’s bylaws and the securities laws, and should send a letter to the attention of the Company’s Secretary, at the Company’s principal executive officers namedoffices, 717 Fifth Avenue, Suite 1303, New York, New York 10022, and include: (a) a statement that the writer is a stockholder (providing evidence if the person’s shares are held in street name) and is proposing a candidate for consideration; (b) the Summary Compensation Table,name and contact information for the candidate; (c) a statement of the candidate’s business and educational experience; (d) information regarding the benefits payable undercandidate’s qualifications to be a director, including but not limited to an evaluation of the Pension Plan,factors discussed above which represents the only planBoard would consider in evaluating a candidate; (e) information regarding any relationship or understanding between the proposing stockholder and the candidate; (f) information regarding potential conflicts of interest; and (g) a statement that the candidate is willing to be considered and willing to serve as a director if nominated and elected. Because of the small size of the Company and the limited need to seek additional directors, there is no assurance that providesall stockholder proposed candidates will be fully considered, that all candidates will be considered equally, or that the proponent of any candidate or the proposed candidate will be contacted by the Company or the independent directors, and no undertaking to do so is implied by the willingness to consider candidates proposed by stockholders.

Review, Approval or Ratification of Transactions with Related Persons

The Board has adopted a written policy for paymentsthe review and approval of any “related party transaction,” which is defined under the policy as any transaction, arrangement or other benefits at, following,relationship, or any series of similar transactions, arrangements or relationships, in which the Company or any of its subsidiaries is or will be a participant, the aggregate amount involved will or may be expected to exceed $120,000 in any fiscal year, and one of our executive officers, directors, director nominees (or their respective immediate family members), 5% stockholders or an entity controlled by any of the foregoing or in connection withwhich any of the foregoing is employed, has or will have a direct or indirect interest, other than the following:

Name		Plan Name				No. of years credit service				Present Value of Accrued Benefits ($)				Change in Pension Value 2010 vs 2009 ($)
Marcy Syms			(1	)			32				197,264				13,592
Joel Feigenbaum			(1	)			n/a
Seth Udasin			(1	)			n/a
Ann Keefe			(1	)			n/a
Laura McCabe Brandt			(1	)			n/a
Jason Somerfeld			(1	)			n/a
Ray Siconolfi			(1	)			9				16,243				1,093
Mark Shulman			(1	)			n/a

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Termination or Change in Control Payments

The Company does not generally enter into individual employment, severance or change in control agreements with any

Any proposed related party transaction will be reviewed and, if deemed appropriate, approved by the Audit Committee. When practicable, the review and approval will occur prior to entry into the transaction. If advance review and approval is not practicable, the Audit Committee will review, and, if deemed appropriate, ratify the transaction. In either case, the Audit Committee will take into account, among other factors deemed appropriate, whether the transaction is on terms no less favorable than terms generally available to an unrelated third party under the same or similar circumstances and the extent of the related party’s interest in the transaction. The Board has also delegated to the Chairman of the Audit Committee the authority to approve or ratify related party transactions, subject to reporting at the next Audit Committee meeting any such approval or ratification.

Transactions with Related Persons

Since the beginning of our last fiscal year, there has been no transaction (and no transaction is currently proposed), in which the Company was or is to be a participant and the amount involved exceeds $120,000, and in which any related person had or will have a direct or indirect material interest.

Compensation Processes and Procedures

The Board of Directors does not have a compensation committee; rather, decisions with regard to the compensation of directors and executive officers are made by the independent directors (Messrs. Matina, Cohen and Pattiz, and Ms. Minieri and Ms. Shevyrtalova) based upon such directors’ determination of what salaries and level of equity-based compensation is necessary to attract and retain key personnel. The Board believes this is appropriate given the Company’s size and the stage of its development. The Board has not engaged a compensation consultant.

Compensation Committee Interlocks and Insider Participation

As noted above, the Company’s independent directors perform the functions of a compensation committee. None of the independent directors of the Company have ever been employed by the Company. None of the Company’s executive officers serves or has served as a member of the board of directors, compensation committee or other board committee performing equivalent functions of any entity that has one or more executive officers serving on the Company’s Board of Directors.

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Director Compensation

Payments Made Upon Voluntary or Involuntary Termination:  If the employment of anyThe Company’s director compensation policy provides for an annual payment to each director who is not an employee of the named executive officers who have received stock options or other long-term incentive awards is voluntarily or involuntarily terminated (other than upon death or disability, as described below), then under our standard award agreements,Company of $60,000, plus reimbursement of reasonable expenses incurred in connection with attending meetings. During the following will occur:

in the event of a termination without “cause”, outstanding vested stock options will be forfeited and deemed cancelled andten months ended December 31, 2015, no longer exercisable on the earlierdirectors were employees of the 90th dayCompany and each director was paid total fees of $45,000.

Securities Authorized for Issuance Under Equity Compensation Plans

The following table sets forth certain compensation plan information with respect to both equity compensation plans approved by security holders and equity compensation plans not approved by security holders as of December 31, 2015.

Plan Category		Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a)				Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights (b)				Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (c)
Equity compensation plans approved by security holders			30,000				—				770,000
Equity compensation plans not approved by security holders			1,352,794	(1)			—				1,304,172	(2)
Total			1,382,794				—				2,074,172

(1)

Includes (i) 1,327,377 restricted stock units (“RSUs”) issued pursuant to the employment agreement between the Company and Matthew Messinger, (ii) 6,250 RSUs issued pursuant to an RSU agreement between the Company and Richard Pyontek and (iii) an aggregate of 19,167 RSUs issued pursuant to RSU agreements between the Company and two employees. See “Executive Compensation —  Compensation of Matthew Messinger, President and Chief Executive Officer” and See “Executive Compensation — Compensation of Other Named Executive Officers.”

(2)

RSUs that may become issuable upon satisfaction of certain criteria pursuant to the employment agreement between the Company and Matthew Messinger. See “Executive Compensation —  Compensation of Matthew Messinger, President and Chief Executive Officer.”

Communications with the Board of Directors

Any interested parties desiring to communicate with the Board of Directors regarding the Company may directly contact such termination ordirectors by delivering such correspondence to such directors (or the expiration dateentire Board) in care of the option.

Payments Made Upon Disability:  If the employment of any of the named executive officers who have received stock options or other long-term incentive awards is terminated due to disability, then under our standard award agreements, the following will occur:

Payments Made Upon Death:  If any of the named executive officers who have received stock options dies, then under our standard award agreements, such death will not trigger an acceleration of the vesting of any stock options. Outstanding vested stock options will be forfeited and deemed cancelled and no longer exercisable on the earlier of the 12 months following death or the expiration date of the option. If any of the named executive officers who have received shares of restricted stock dies, then under our standard award agreements, upon death, all restrictions underlying all unvested shares of restricted stock will lapse and become immediately vested.Company’s Corporate Secretary at Trinity Place Holdings Inc., 717 Fifth Avenue, Suite 1303, New York, New York 10022.

Potential Payments Upon Change in Control:  Under our standard equity award agreements, upon a “change in control” the following will occur:

No additional payments or benefits will accrue or be paid upon a change in control.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Marcy Syms and Bernard H. Tenenbaum served as members of the CompensationThe Audit Committee during fiscal 2010. Bernard H. Tenenbaum, Henry M. Chidgey and Thomas E. Zanecchia served as members of the Stock Option Committee throughout fiscal 2010. Marcy Syms is the Chairman of the Board of Directors has established procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls and auditing matters and the Company’s Chief Executive Officer. No memberconfidential, anonymous submission by our employees of concerns regarding questionable accounting or auditing matters. Persons wishing to communicate with the Audit Committee may do so by writing in care of the CompensationChairman, Audit Committee, Trinity Place Holdings Inc., 717 Fifth Avenue, Suite 1303, New York, New York 10022 or Stock Option Committee had any relationship requiring disclosure by the Company under Item 404 of Regulation S-K since the beginning of fiscal 2010.

REPORT OF THE COMPENSATION AND STOCK OPTION COMMITTEES

The Compensation Committee and the Stock Option Committee have reviewed the Compensation Discussion and Analysis and discussed that analysis with management. Based on their review and discussions with management, the committees recommended to our outside legal counsel at Kramer Levin & Frankel LLP, Attn.: Managing Attorney re Trinity Place Holdings Inc., 1177 Avenue of the Americas, New York, New York 10036.

Outside Advisors

Our Board of Directors that the Compensation Discussion and Analysis be included in the Company’s fiscal 2010 proxy statement.

COMPENSATION AND STOCK OPTION COMMITTEES
Marcy Syms
Bernard H. Tenenbaum
Henry M. Chidgey
Thomas E. ZanecchiaAudit Committee may retain outside advisors and consultants of their choosing at our expense. The Board of Directors need not obtain management’s consent to retain outside advisors.

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SECTIONCode of Ethics

The Company maintains a code of ethics applicable to the Company’s principal executive officer and senior financial and professional personnel (including the Company’s principal financial officer, principal accounting officer or controller and persons performing similar functions). The Company’s code of ethics is posted on our website atwww.trinityplaceholdings.com under the Financials tab. In the event we have any amendments to or waivers from any provision of our code of ethics applicable to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, we intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K by posting such information on our website.

Section 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), requires the Company’s directors and executive officers and directors, andall persons who own more than 10% of a registered class of the Company’s equity securities to file initial statementsreports of beneficial ownership (Form 3), and statements of changes in beneficial ownership (Forms 4 and 5), of Common Stock of the Company with the SEC. ExecutiveSecurities and Exchange Commission. The directors, executive officers directors and greater than 10% shareholderscommon stockholders are required to furnish the Company with copies of all suchSection 16(a) forms they file.

To the Company’s knowledge, based Based solely on itsa review of the copies of such forms received by it,the Company and representations from certain reporting persons, the Company believes that during the ten month transition period ended December 31, 2015 all filing requirements applicable to itswere satisfied.

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EXECUTIVE OFFICERS

Biographical information regarding each of our executive officers follows. The age of each executive officer is as of the date of the Annual Meeting.

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

This Compensation Discussion and Analysis provides compensation information for our chief executive officer, our chief financial officer and our chief accounting officer and former chief financial officer for our 10 month transitional period ended December 31, 2015. These individuals, to whom we refer collectively as our “named executive officers” or “NEOs” as determined under the SEC disclosure rules, are:

Effective beginning with the period ended on December 31, 2015, we converted our fiscal year to the calendar 12 months ending December 31. As a result, our fiscal year was shortened from 12 months to a 10 month transition period from March 1, 2015 to December 31, 2015.

Features of Our Executive Compensation

Key features of our 2015 executive compensation align the interests of our NEOs with the long-term interests of our stockholders and help reduce the possibility of our NEOs making business decisions that promote short-term or individual compensation results over long-term stockholder value. In particular, our program focuses on the following:

Oversight of Executive Compensation

The Company’s executive compensation is administered by the independent directors and greater than 10% shareholders were met during fiscal 2010; except that Laura McCabe Brandt and Carl Palumbo were each late in filing one reportof the Board of Directors. During the 10-month transition period covered by the accompanying Transition Report on Form 3.10-KT, as well as the prior periods reflected in the transition report, all members of the Board were independent. The delinquent Formsindependent directors are currently being preparedresponsible for filing.determining the compensation of the executives of the Company, including the named executive officers, and for overseeing the Company’s executive compensation and benefits programs. The independent directors take into account a variety of factors including recommendations of the chief executive officer on compensation actions for officers (other than the chief executive officer), the ability and appropriate incentives to create long term stockholder value, contractual commitments, market practices and trends and the regulatory environment.

AUDIT COMMITTEE REPORT

As part of determining an appropriate compensation package, the independent directors review and consider the risk profile associated with each such package. The independent directors do not set specific targets for compensation levels but instead review each element of compensation independently and determine the appropriate amount for each element for each NEO, as discussed below. Within the framework of the programs approved by independent directors, management provides input to the independent directors on compensation actions for executive officers and key select employees based on their evaluation of individual and Company performance. In connectionmaking decisions regarding the compensation for the named executive officers, the independent directors focus primarily on the executive officer’s individual performance and overall Company performance as well as incentives and retention needs and the overall business environment.

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Stock Incentive Plan

On September 9, 2015, the Board adopted the Trinity Place Holdings Inc. 2015 Stock Incentive Plan (the “2015 Stock Incentive Plan”). The 2015 Stock Incentive Plan authorizes the grants of stock options, stock appreciation rights, shares of restricted stock, restricted stock units and shares of unrestricted stock (collectively, the “Awards”). The 2015 Stock Incentive Plan and the awards thereunder serve as an important element of the total compensation package of certain employees of the Company, providing Awards that are subject to achievement of specified performance goals, in order to retain persons whose efforts are expected to facilitate the long-term growth and profitability of the Company. Prior to the adoption of the 2015 Stock Incentive Plan, the Company granted equity awards on an individually-negotiated basis. As such, most of the equity awards outstanding as of December 31, 2015, including all of Mr. Messinger’s equity awards, which were made pursuant to our employment agreement with him, as amended, were granted prior to the adoption of the 2015 Stock Incentive Plan.

Say on Pay

We held our first advisory vote on the compensation of our named executive officers (“say on pay vote”) at our annual meeting of stockholders on August 18, 2015. At that meeting, our stockholders passed a resolution approving the compensation of our named executive officers, with approximately 86.3% of the stockholders entitled to vote and present in person or by proxy at the 2015 annual meeting, voting in favor of the resolution, including the negative effect of abstentions. Overall, the Board of Directors believes that this strong stockholder support is evidence that our executive compensation is appropriately structured and aligned with stockholder interests.

We also held our first advisory vote on the frequency of future say on pay votes at our annual meeting of stockholders on August 18, 2015. In accordance with the preparation and filingrecommendation of the holders of the Company’s common stock, the Board of Directors of the Company has decided to include an advisory stockholder vote on the compensation of the Company’s named executive officers in its proxy materials every three years until the next required advisory vote on the frequency of future advisory votes on the compensation of the Company’s named executive officers, which will occur no later than the Company’s annual meeting of stockholders in 2021.

Elements of Executive Compensation for 2015

We believe that the compensation packages of our executive officers, including our named executive officers, provide an appropriate blend of fixed and variable compensation with greater emphasis on long-term incentives.

Compensation of Matthew Messinger, President and Chief Executive Officer

The Company hired and entered into an employment agreement with Mr. Messinger to serve as our Chief Executive Officer and President on October 1, 2013, in conjunction with the initial investment by Third Avenue in the Company. Mr. Messinger was hired with a view toward stabilizing and enhancing the chief executive officer role following the emergence of the Company’s predecessor from bankruptcy proceedings in 2012, and being instrumental in formulating and executing our long-term strategy. Mr. Messinger’s employment agreement was amended on September 11, 2015.

Mr. Messinger’s employment with the Company has been and continues to be critical to our success. Since his hiring, Mr. Messinger led the Company in negotiating favorable resolutions in respect of outstanding claims, culminating in significant savings for the Company and a general unsecured claims satisfaction under the Plan. In addition, under his leadership the Company sold various assets, including the Company’s former headquarters, at prices substantially greater than previously anticipated. Together, these actions have resulted in both the successful repayment of the Company’s claimholders, as well as increased residual value for the Company’s stockholders. Since Mr. Messinger was hired, the price of the Company’s common stock has increased from a volume weighted average price of $3.85 per share during the month of September 2013 to a volume weighted average price of $7.28 per share during the month of April 2016.

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Mr. Messinger has been instrumental in the Company’s execution of its principal strategic objectives, including the following during 2015:

The following table lists and describes the purpose of the key elements of Mr. Messinger’s compensation, as provided under the terms of his employment agreement, as amended:

Element of Pay		Description		Purpose
Base Salary		Fixed cash compensation		To compensate for services rendered during the fiscal year
Discretionary Annual Cash Bonus		Discretionary cash payment based on performance and contribution to the Company		To motivate executive officer to achieve the Company’s annual strategic and financial goals
Long-Term Equity Based Compensation		Performance-based share awards with multi-year vesting periods		To align long-term interests of executive and stockholders to increase the value of the Company and provide appropriate balance of at-risk compensation

Base Salary

Under the terms of Mr. Messinger’s employment agreement, his base salary was initially $700,000 per year. Effective January 1, 2016, his base salary was increased to $750,000 pursuant to the terms of the amendment to the employment agreement.

Annual ReportCash Bonus

Mr. Messinger’s employment agreement provides that the Board may, in its sole discretion, award Mr. Messinger an annual cash bonus, taking into account the performance of the Company and Mr. Messinger during such year. The annual cash bonus is designed to reward Mr. Messinger for the achievement of the Company’s short-term financial and strategic goals while taking into account the risk profile of the Company. Mr. Messinger was awarded a bonus of $500,000 with respect to the period ended December 31, 2015.

Long-Term Equity-Based Compensation

A key component of Mr. Messinger’s compensation is long-term equity based compensation in the form of restricted stock units, or RSUs. The long-term equity-based compensation was principally negotiated at the time that we hired Mr. Messinger, with a view toward ensuring the alignment of his interests with those of the

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Company’s creditors following the emergence of the Company from bankruptcy, by tying the vesting and settlement of his long-term equity-based compensation to payments made to the Company’s creditors in accordance with the terms of the Plan. This structure also ensured the conservation of the Company’s cash by providing for most of Mr. Messinger’s compensation in the form of long-term equity, as well as aligning Mr. Messinger’s interests with those of the Company’s stockholders by providing him with significant equity ownership in the Company, the value of which is tied to the Company’s success following the repayment of the Company’s creditors in accordance with the terms of the Plan.

Under the terms of his original employment agreement, Mr. Messinger received the following RSU Awards in 2015 and early 2016:

The 2015 amendment to Mr. Messinger’s employment agreement also provides for additional grants of RSUs as follows:

For additional information regarding certain provisions of Mr. Messinger’s equity awards, see “— Potential Payments Upon Termination or Change in Control.”

Compensation of our other Named Executive Officers

On September 16, 2015, the Company entered into an employment agreement with Steven Kahn to serve as Chief Financial Officer of the Company, effective as of September 21, 2015. On June 24, 2011, Syms Corp. entered into an offer letter with Richard Pyontek, who has served with the Company and its predecessor since the period prior to the bankruptcy proceedings.

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The following table lists and describes the purpose of the key elements of the compensation of Messrs. Kahn and Pyontek’s compensation.

Element of Pay		Description		Purpose
Base Salary		Fixed cash compensation		To compensate for services rendered during the fiscal year
Discretionary cash bonus		Discretionary cash payment based on performance and contribution to the Company		To motivate executive officers to achieve individual and corporate goals
Restricted stock awards		Discretionary equity awards with multi-year vesting periods; awards are based on performance and contribution to the Company		To align long-term interests of executives and stockholders to increase the value of the Company and provide appropriate balance of at-risk compensation

For additional information regarding certain provisions of each named executive officer’s employment arrangement, see “— Potential Payments Upon Termination or Change in Control.”

Base Salary

Base salaries for Messrs. Kahn and Pyontek are designed to compensate each executive for the experience, education, personal qualities and other qualifications of the executive that are essential to the specific role the executive serves within our Company, while remaining competitive in the labor market.

The independent directors, with the assistance of Mr. Messinger, generally review salaries in the early part of each year and, if appropriate adjusts them to reflect changes in considerations and to remain competitive in the labor market.

Under the terms of his employment agreement, Mr. Kahn receives an initial annual base salary of $290,000. Mr. Pyontek receives an annual base salary of $164,000.

Discretionary Cash Bonuses

Discretionary cash bonuses for executive officers are designed to attract and retain officer talent. Our named executive officers other than the CEO are eligible to receive annual discretionary cash bonuses as determined by the independent directors. The determination of the amounts of such discretionary bonuses is based on the past, present and expected future contributions of such individual to the overall success of the Company. Factors considered in evaluating those contributions include, among other things: overall individual performance, overall organizational performance, individual contribution to organizational performance, successful completion of projects or initiatives and level of individual responsibilities.

In accordance with his employment agreement, Mr. Kahn received a pro-rated cash bonus of $25,000 for 2015, based on his September 2015 employment commencement date, which was paid in 2016. Mr. Pyontek received a cash bonus for his performance and contributions to the Company in 2015 in the amount of $53,333, which was paid in 2016.

Restricted Stock Awards

The Company believes that restricted stock awards reward the achievement of long-term goals, align the interest of executives with those of stockholders, foster employee stock ownership and promote stability among our executives. Restricted stock awards granted on or after September 9, 2015 are granted pursuant to the terms of the 2015 Stock Incentive Plan. These awards generally vest in two equal annual installments, starting on the first anniversary of the grant date, subject to the applicable executive’s continued employment through such dates.

On March 20, 2014, the Company entered into an RSU agreement with Mr. Pyontek, effective as of January 6, 2014, pursuant to which Mr. Pyontek was granted an award of 12,500 RSUs, with one-half of the RSUs vesting on each of January 6, 2015 and January 6, 2016, subject to Mr. Pyontek’s continued employment on the applicable vesting dates.

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In accordance with his employment agreement, Mr. Kahn was granted an award of 30,000 RSUs, with one-third of the RSUs vesting on each of September 21, 2016, September 21, 2017 and September 21, 2018, subject to Mr. Kahn’s continued employment on the applicable vesting dates.

For additional information regarding certain provision the named executive officers’ equity awards, see “— Potential Payments Upon Termination or Change in Control.”

Limited Perquisites

The Company provides limited perquisites. Our named executive officers as well as all of our full-time employees are eligible to participate in our 401(k) retirement plan under which we provide a matching feature.

Tax Implications

The independent directors take into consideration the requirements for a public company in order to maintain tax deductibility of certain compensation under Section 162(m) of the Internal Revenue Code. It is possible, however, that awards intended to qualify for such tax deduction may not do so. Moreover, the independent directors may, in certain circumstances, approve compensation arrangements that include compensation which is not tax deductible.

Compensation Committee Report

The following report of the independent directors of the Board of Directors acting as a compensation committee does not constitute soliciting material and should not and will not be deemed filed or incorporated by reference into any other Company filing under the Securities Act or the Exchange Act, except to the extent the Company specifically incorporates this report by reference therein.

The independent directors of the Board of Directors acting as a compensation committee have reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on such review and discussions, hereby authorize the inclusion of the Compensation Discussion and Analysis in this Proxy Statement.

Alexander C. Matina, Chairman
Alan Cohen
Joanne Minieri
Keith Pattiz
Marina Shevyrtalova

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Summary Compensation Table

The following table and footnotes set forth information for the ten month transition period from March 1, 2015 to December 31, 2015 (fiscal year 2015) and the fiscal years ended February 28, 2015 (fiscal year 2014), March 1, 2014 (fiscal year 2013) and March 2, 2013 (fiscal year 2012) concerning the compensation of (i) each person who served as our principal executive officer during the fiscal year ended February 26, 2011:December 31, 2015 and (ii) the only other executive officer of the Company, other than the principal executive officer, who received compensation in excess of $100,000 during the fiscal year ended December 31, 2015 (collectively referred to as the “named executive officers”).

Name and Principal Position		Fiscal Year				Salary				Bonus				Stock Award				All Other Compensation				Total
Matthew Messinger President and Chief Executive Officer			2015			$	592,308	(15)		$	500,000	(15)		$	2,559,820	(1)		$	10,598	(4)		$	3,662,726
			2014			$	700,000			$	250,000			$	7,787,196	(2)		$	14,067	(5)		$	8,751,263
			2013	(6)		$	296,154			$	—			$	1,250,000	(3)		$	14,500	(7)		$	1,560,654
Steven Kahn Chief Financial Officer			2015	(8)		$	78,077	(9)		$	25,000	(9)		$	201,000	(1)		$	5,159	(10)		$	309,236
Richard Pyontek Chief Accounting Officer, Treasurer and Secretary(11)			2015			$	138,769	(15)		$	53,333	(15)		$	—			$	7,790	(12)		$	199,892
			2014			$	160,615			$	53,333			$	—			$	9,808	(13)		$	223,756
			2013			$	160,000			$	53,333			$	84,375	(3)		$	—			$	297,708
			2012			$	160,000			$	67,500	(14)		$	—			$	—			$	227,500

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Grants of Plan-Based Awards Table

The following table sets forth information concerning grants of plan-based awards made to our named executive officers during the ten months ended December 31, 2015.

Name		Grant Date				All Other Stock Awards: Number of Shares of Stock or Units (#)				Grant Date Fair Value of Stock Award
Matthew Messinger			3/31/2015				363,095			$	2,559,820	(1)
Steven Kahn			9/21/2015				30,000			$	201,000	(2)
Richard Pyontek							—			$	—

Outstanding Equity Awards at Fiscal Year-End

The following table sets forth certain information relating to outstanding equity awards for each named executive officer outstanding as of December 31, 2015.

Named Executive Officer		Number of Units of Stock that have not Vested				Market Value of Units of Stock that have not Vested ($)(4)
Matthew Messinger			1,164,681	(1)		$	7,139,495
Steven Kahn			30,000	(2)		$	183,900
Richard Pyontek			6,250	(3)		$	38,313

Vesting Date		Number of RSUs		Settlement Date
March 31, 2016		400,794		317,460 RSUs within 30 days of vesting
				41,667 RSUs two years after vesting
				41,667 RSUs seven years after vesting
December 31, 2016		121,032		79,365 RSUs within 30 days of vesting
				41,667 RSUs seven years after vesting
March 31, 2017		400,793		317,460 RSUs within 30 days of vesting
				83,333 RSUs two years after vesting
December 31, 2017		121,031		79,365 RSUs within 30 days of vesting
				41,666 RSUs two years after vesting
March 31, 2018		121,031		79,365 RSUs within 30 days of vesting
				41,666 RSUs two years after vesting

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Stock Vested in 2015

The following table shows information regarding stock awards that vested during the ten months ended December 31, 2015.

Named Executive Officer		Stock Awards				Value Realized on Vesting ($)
		Number of Shares Acquired on Vesting (#)
Matthew Messinger			400,794			$	2,714,248
Steven Kahn			—			$	—
Richard Pyontek			—			$	—

Potential Payments Upon Termination or Change in Control

Matthew Messinger

In the event Mr. Messinger’s employment is terminated by the Company other than for cause, death or disability or if Mr. Messinger terminates his employment for good reason (as such terms are defined in the employment agreement), subject to his execution of a release of claims, he would be entitled to the following: (i) a lump sum payment equal to (1) the Audit Committee reviewednumber of full twelve month periods Mr. Messinger was employed multiplied by (2) the sum of (i) six months base salary and discussed(ii) 50% of the audited financial statements withaverage bonus paid to Mr. Messinger for the three calendar years (or lesser number of years Mr. Messinger was employed as of the date of termination), subject to a minimum and a maximum amount of $350,000 and $2,800,000, respectively, (ii) acceleration of vesting of any unvested RSU Award and any other equity awards that have been granted as of the date of termination, (iii) to the extent Mr. Messinger has not been granted all the RSU Awards provided for in the amended employment agreement, the grant and immediate vesting of RSU Awards covering 30,000 shares, and (iv) payment of an amount equal to the monthly premium for COBRA continuation coverage under the Company’s management;health, dental and vision plans for eighteen (18) months. If such termination of employment occurs within 60 days prior to or within 12 months following a change of control (as that term is defined in the employment agreement), Mr. Messinger will also be entitled to the grant and immediate vesting of any RSU Awards that have not been granted as of the date of termination.

(2)In the Audit Committee discussedevent that Mr. Messinger’s employment terminates due to his death or disability, the portion of any outstanding RSU Awards that would have vested during the 24-month period immediately following the termination of employment, will become vested as of the date of termination of employment.

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The following describes the estimated amounts Mr. Messinger would have received if the termination event specified had occurred at December 31, 2015.

		Voluntary Resignation or Termination for Cause or Without Good Reason				Termination Without Cause or for Good Reason				Termination Without Cause or for Good Reason (w/Change in Control)				Termination Due to Death or Disability
Cash Payments
Severance Bonus Amount		$	—			$	1,450,000			$	1,450,000			$	—
Bonus for Year of Termination			—				500,000				500,000				500,000
Total Cash Payments		$	—			$	1,950,000			$	1,950,000			$	500,000
Benefits & Perquisites
Health and Welfare Benefits		$	—			$	52,728			$	52,728			$	52,728
Total Benefits & Perquisites		$	—			$	52,728			$	52,728			$	52,728
Long-Term Incentive Compensation
Value of Accelerated RSUs(A)						$	13,407,652			$	14,143,252			$	9,961,465
Total Value of Accelerated Equity Awards		$	—			$	13,407,652			$	14,143,252			$	9,961,465
Total Value of Payments and Benefits		$	—			$	15,410,380			$	16,145,980			$	10,514,193

Steven Kahn

In the event Mr. Kahn’s employment is terminated by the Company without cause (as defined in the employment agreement), the portion of the RSUs that would have vested on the vesting date immediately following such termination shall vest. In the event Mr. Kahn’s employment is terminated by the Company without cause within six months following a change of control of the Company (as defined in the RSU agreement), all of the unvested RSUs will immediately vest. If Mr. Kahn’s employment is terminated by the Company without cause (as reasonably determined by the Company), the Company will pay Mr. Kahn a minimum severance amount equal to the product of his weekly salary multiplied by 12.

The following describes the estimated amounts Mr. Kahn would have received if the termination event specified had occurred at December 31, 2015.

		Voluntary Resignation of Termination for Cause or Without Good Reason				Termination Without Cause or for Good Reason				Termination Without Cause or for Good Reason (w/Change in Control)				Termination Due to Death or Disability
Cash Payments
Severance Bonus Amount		$	—			$	66,923			$	66,923			$	—
Pro Rata Bonus for Year of Termination			—				—				—				—
Total Cash Payments		$	—			$	66,923			$	66,923			$	—
Benefits & Perquisites
Health and Welfare Benefits		$	—			$	—			$	—			$	—
Total Benefits & Perquisites		$	—			$	—			$	—			$	—
Long-Term Incentive Compensation
Value of Accelerated RSUs(A)		$	—			$	61,300			$	183,900			$	—
Total Value of Accelerated Equity Awards		$	—			$	61,300			$	183,900			$	—
Total Value of Payments and Benefits		$	—			$	128,223			$	250,823			$	—

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Richard Pyontek

In the event Mr. Pyontek’s employment is terminated by the Company without cause (as defined in the RSU agreement), all of his unvested RSUs will vest immediately. In accordance with his offer letter, Mr. Pyontek is entitled to severance equal to three months base salary should his employment be terminated without cause due to the sale of the Company.

The following describes the estimated amounts Mr. Pyontek would have received if the termination event specified had occurred at December 31, 2015.

		Termination for Cause or Without Good Reason				Termination Without Cause or for Good Reason				Termination Without Cause (w/Sale of the Company)				Termination Due to Death or Disability
Cash Payments
Severance Bonus Amount		$	—			$	—			$	41,000				—
Bonus for Year of Termination			—				53,333				53,333				—
Total Cash Payments		$	—			$	53,333			$	94,333			$	—
Benefits & Perquisites
Health and Welfare Benefits		$	—			$	—			$	—			$	—
Total Benefits & Perquisites		$	—			$	—			$	—			$	—
Long-Term Incentive Compensation
Value of Accelerated RSUs(A)		$	—			$	38,313			$	38,313			$	—
Total Value of Accelerated Equity Awards		$	—			$	38,313			$	38,313			$	—
Total Value of Payments and Benefits		$	—			$	91,646			$	132,646			$	—

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following tables set forth certain information regarding the beneficial ownership of the Company’s independent auditorsvoting securities as of April 25, 2016 of (i) each person known to the matters requiredCompany to be discussed by Statementbeneficially own more than 5% of Auditing Standards No. 61, as amended (AICPA, Professional Standards, Vol. 1, AU section 380), as adopted by the Public Company Accounting Oversight Board, or PCAOB, in Rule 3200T;

(3) the Audit Committee received the written disclosures and the letter from the Company’s independent accountant required by applicable requirementsvoting securities, (ii) each director of the Public Company, Accounting Oversight Board regarding(iii) each named executive officer and (iv) all directors and executive officers of the independent accountants’ communications withCompany as a group. The column entitled “Percent of Class” shows the Audit Committee concerning independence, and discussed withpercentage of the applicable class of voting securities beneficially owned by each listed party. To the Company’s independent accountants the independent accountants’ independence;knowledge, each person has sole investment and

(4) based on the review and discussions referred to above, the Audit Committee recommended to the Board that the audited financial statements be included voting power, except where indicated otherwise. Except as set forth in the 2010 Annual Report on Form 10-K.table below, no director or executive officer of the Company personally owns any shares of the Company’s voting securities.

Ownership of Common Stock

Name and Address of Beneficial Owner(1)		Number of Shares of Common Stock Beneficially Owned				Percent of Class(2)
Executive Officers and Directors
Matthew Messinger			450,211				1.8	%
Steven Kahn			0					*
Richard Pyontek			8,914					*
Joanne M. Minieri			75,000					*
Keith Pattiz			3,200					*
All Executive Officers and Directors as a Group (8 Persons)			537,325				2.1	%
Greater than 5% Stockholders
Marcato Capital Management, LLC One Montgomery Street, Suite 3250 San Francisco, CA 94104			4,723,471	(3)			18.5	%
Third Avenue Trust, on behalf of Third Avenue Real Estate Value Fund 622 Third Avenue New York, NY 10017			4,206,285	(4)			16.5	%
MFP Partners, L.P. 667 Madison Avenue, 25th Floor New York, New York 10065			2,920,577	(5)			11.5	%
DS Fund I LLC 1001 Brickell Bay Dr., Suite 3102A Miami, FL 33131			2,881,504	(6)			11.3	%
Franklin Resources, Inc. One Parker Plaza, Ninth Floor Fort Lee, NJ 07024			1,498,034	(7)			5.9	%

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Ownership of Special Stock

The following table sets forth as of April 25, 2016, the name and address of the holder of the one share of the Company’s Special Stock.

AUDIT COMMITTEE
Bernard H. Tenenbaum,Chairman
Henry M. Chidgey
Thomas E. Zanecchia

			��
Title of Class		Beneficial Owner		Number of Shares of Special Stock Beneficially Owned		Percent of Class
Special Stock		Third Avenue Trust, on behalf of Third Avenue Real Estate Value Fund 622 Third Avenue New York, NY 10017		1		100%

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PROPOSAL 2

ADVISORY VOTE ON EXECUTIVE COMPENSATION

The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Act”) enacted to law during July 2010 requires that U.S. public companies provide shareholders a non-binding advisory vote on the compensation of the Company’s named executive officers, otherwise known as a “say-on-pay” vote.

The Board of Directors is asking you to approve our compensation structure for our named executive officers, as described in this proxy statement. Appropriate executive compensation enables the Company to attract, retain and motivate the highest caliber of executives by offering competitive compensation and rewarding superior performance. We believe that the Company’s compensation structure is strongly aligned with the long term interest of our shareholders.

The Board of Directors recommends that the shareholders vote FOR ratification of the following resolution, which will be presented at the 2011 Annual Meeting:

“RESOLVED, that the Company’s shareholders approve, on an advisory basis, the compensation structure for our named executive officers, as disclosed in the Company’s Proxy Statement for the 2011 Annual Meeting of Shareholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission.”

As an advisory vote, the result is non-binding on the Company and the Board of Directors. However, the Board of Directors and the Compensation Committee value the opinions of our shareholders and will consider the outcome of the vote when making future compensation decisions for our executive officers.

The affirmative vote of a majority of the shares of stock represented at the 2011 Annual Meeting, in person or by proxy, and entitled to vote on the proposal, is required for approval of this advisory proposal. Accordingly, broker non-votes will have no effect on this proposal and abstentions will have the same effect as votes against this proposal.

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Pre-Approval Policy

In the course of assisting the audit committee in its review, Company representatives interviewed management of BDO with respectPursuant to certain of the matters listed above. BDO was our independent auditor for the year ended February 26, 2011. The firm is a registered public accounting firm.

Although ratification is not required by our Bylaws or otherwise, the Board considers the selection of the independent registered accounting firm to be an important matter of shareholder concern and is submitting the selection of BDO USA, LLP to our shareholders for ratification as a matter of good corporate practice.

The Board of Directors recommends that the shareholders vote FOR ratification of the appointment of BDO USA, LLP.

OTHER MATTERS

The Board of Directors does not know of any matters to be brought before the 2011 Annual Meeting, except those set forth in the notice thereof. If other business is properly presented for consideration at the 2011 Annual Meeting, the persons named in the accompanying form of proxy intend to vote the proxies therein in accordance with their best judgment on such matters.

SHAREHOLDER NOMINATIONS AND PROPOSALS

Nominations to Board of Directors:  Any shareholder who wants to nominate a candidate for election to the Board of Directors must deliver timely notice to our Corporate Secretary at our principal executive offices, located at One Syms Way, Secaucus, New Jersey 07094. In order to be timely, the notice must be delivered:

Accordingly, any person who desires to nominate a candidate for director at our 2012 annual meeting must provide the information required not later than April 7, 2012. The shareholder’s notice to the Corporate Secretary must set forth:

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR”
THE RATIFICATION OF THE APPOINTMENT OF BDO USA, LLP
AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR THE YEAR ENDING DECEMBER 31, 2016

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OTHER MATTERS

The notice deliveredOur Board knows of no other matters that may be properly presented for consideration by the shareholder must be accompanied by a written consent of each proposed nominee to being named as a nominee and to serve as a director if elected. The shareholder must be a shareholder of record on the date on which the shareholder gives the notice described above and on the record date for the determination of shareholders entitled to votestockholders at the meeting.

Other proposals:  In order to bringAnnual Meeting. If any other business before an annual meeting, a shareholder must give timely notice of such proposal in writing to the Corporate Secretary at the Corporation’s principal executive offices located at One Syms Way, Secaucus, New Jersey 07094 and such business must otherwise be a proper matter for shareholder action. To be timely, a shareholder’s notice must be delivered to such address not less than 120 days prior to the first anniversary of the preceding year’s annual meeting; provided, however, that in the event that an annual meeting was not conducted during the immediately preceding calendar year, or in the event that the Board of Directors sets as a date for the annual meeting a date which is not within 30 days before or after such anniversary date, notice by the shareholder (in order to be timely) must be so delivered within a reasonable time prior to the date on which the Corporation begins to print its proxy solicitation materials. Such shareholder’s notice must set forth a brief description of the business desired to be broughtmatters do properly come before the meeting, however, the reasons for conducting such business at the meeting and any material interest in such business that such shareholder may have and the beneficial owner, if any, on whose behalf the proposal is made. Accordingly, any person who desires to make any other proposal at our 2012 annual meeting must provide the information required not later than April 7, 2012.

In accordance with SEC rules, the proxy holders namedpersons appointed in the form ofaccompanying proxy providedintend to vote the shares represented by the Board of Directors will be entitled to use their discretionary voting authority with respect to any shareholder proposal raised at the 2012 annual meeting which is not presented to the Company on or before April 7, 2012,such proxy in accordance with the standards set forth above.their best judgment.

ANNUAL REPORT TO STOCKHOLDERS

If a shareholder intendsIn addition to present a proposal at our 2012 annual meeting of shareholders and desires to have that proposal included in the proxy statement and formproxy card, a copy of proxy relatingthe Company’s 2015 Transition Report for the ten months ended December 31, 2015 is enclosed. The Transition Report on Form 10-KT for the ten months ended December 31, 2015, which includes our audited consolidated financial statements, is being furnished to that meeting,you without the proposal mustexhibits thereto. You can write to our Corporate Secretary at 717 Fifth Avenue, Suite 1303, New York, New York 10022, or telephone us at (212) 235-2190 for additional copies of our Transition Report on Form 10-KT for the ten months ended December 31, 2015 without charge. Upon your request, we will provide you with a copy of the exhibits. You may be received by the Company atresponsible for our principal executive offices not later than April 7, 2012,reasonable expenses in furnishing such exhibits. You can also access our Annual Reports on Form 10-K and must complyother periodic filings we make with the requirements ofSecurities and Exchange Commission from the SEC rules.EDGAR database atwww.sec.gov.

DELIVERYHOUSEHOLDING OF DOCUMENTS TO SECURITY HOLDERS SHARING AN ADDRESSANNUAL MEETING MATERIALS

The SECSecurities and Exchange Commission has adopted rules that permit companies and intermediaries such as brokers to satisfy proxy material delivery requirements for proxy statements with respect to two or more stockholders sharing the same address by delivering a single proxy statement addressed to those stockholders. This process, which is commonly referred to as “householding,”“householding”, potentially provides extra convenience for stockholders and reduces printing and postage costscost savings for companies.

The Company We and some brokers utilize the householding process forhousehold proxy materials. In accordance with a notice sent to certain stockholders who sharematerials, delivering a single address, only one copy of this proxy statement is being sentor annual report to thatmultiple stockholders sharing an address, unless we received contrary instructions have been received from any stockholder atthe affected stockholders. Once you have received notice from your broker or us that address. Stockholders who participate inthey or we will be householding will continuematerials to receive separate proxy cards. Householdingyour address, householding will continue until you are notified otherwise or until one or more stockholders atyou revoke your address revokes consent. If, at any time, you revoke consent, you will be removed from theno longer wish to participate in householding program within 30 days of receipt of the revocation. If you hold your Syms Corp stock in “street name,” additional information regarding householding of proxy materials should be forwarded to you by your broker.

However, if you wishand would prefer to receive a separate copy of this proxy statement or would like to receive separate proxy statements and annual reports of Syms Corp in the future, or if you are receiving multiple copies of annual reports and proxy statements at an address shared with another stockholder and would like to participate in householding,report, please notify your broker if your shares are held in a brokerage account or us if you hold registered shares. You can notify us by sending a written request to the Corporate Secretary of the Company at One Syms Way, Secaucus,Trinity Place Holdings Inc., 717 Fifth Avenue, Suite 1303, New Jersey 07094,York, New York 10022 or by calling (212) 235-2190. You may also notify us to request delivery of a single copy of our annual report or proxy statement if you currently share an address with another stockholder and are receiving multiple copies of our annual report or proxy statement.

STOCKHOLDER PROPOSALS FOR THE 2017 ANNUAL MEETING

Pursuant to Rule 14a-8 under the Exchange Act, if a stockholder wants to submit a proposal for inclusion in our proxy materials at the Company’s 2017 annual meeting of stockholders, it must be received at our principal executive offices, 717 Fifth Avenue, Suite 1303, New York, New York 10022, Attention: Corporate Secretary, not later than January 5, 2017. In order to avoid controversy, stockholders should submit proposals by means (including electronic) that permit them to prove the date of delivery.

If a stockholder intends to present a proposal for consideration at (201) 902-9600.the next annual meeting outside of the processes of Rule 14a-8 under the Exchange Act, we must receive notice of such proposal at the address given above by March 21, 2017, or such notice will be considered untimely under Rule 14a-4(c)(1) under the Exchange Act, and therefore our proxies will have discretionary voting authority with respect to such proposal, if presented at the annual meeting, without including information regarding such proposal in our proxy materials.

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