Marcato Capital Management Form 4 Trinity Place / Richard McGuire ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

MARCATO CAPITAL MANAGEMENT LP

(Last) (First) (Middle)

FOUR EMBARCADERO CENTER

SUITE 2100

(Street)

SAN FRANCISCO CA 94111

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Trinity Place Holdings Inc. [ TPHS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/29/2018

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, $0.01 par value per share	05/29/2018		S		8,910	D	$7.3(1)	3,737,413	I	See Footnote(2)
Common Stock, $0.01 par value per share	05/30/2018		S		8,380	D	$7.19(3)	3,729,033	I	See Footnote(2)
Common Stock, $0.01 par value per share	05/31/2018		S		1,690	D	$7(4)	3,727,343	I	See Footnote(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

MARCATO CAPITAL MANAGEMENT LP

(Last) (First) (Middle)

FOUR EMBARCADERO CENTER

SUITE 2100

(Street)

SAN FRANCISCO CA 94111

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Marcato Holdings LLC

(Last) (First) (Middle)

FOUR EMBARCADERO CENTER

SUITE 2100

(Street)

SAN FRANCISCO CA 94111

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

McGuire Richard

(Last) (First) (Middle)

C/O MARCATO CAPITAL MANAGEMENT LP

FOUR EMBARCADERO, SUITE 2100

(Street)

SAN FRANCISCO CA 94111

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Marcato International Master Fund, Ltd.

(Last) (First) (Middle)

INTERTRUST CORP SVCS (CAYMAN) LTD

190 ELGIN AVENUE

(Street)

GEORGE TOWN, GRAND CAYMAN E9 KY1-9007

(City) (State) (Zip)

Explanation of Responses:

1. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $7.30 to $7.31 per share, inclusive. The Reporting Persons undertake to provide to the staff of the Securities and Exchange Commission, the Issuer, or any security holder of the Issuer, upon request, full information regarding the number of shares purchased at each separate price.

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

3. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $7.14 to $7.20 per share, inclusive. The Reporting Persons undertake to provide to the staff of the Securities and Exchange Commission, the Issuer, or any security holder of the Issuer, upon request, full information regarding the number of shares purchased at each separate price.

4. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $7.00 to $7.02 per share, inclusive. The Reporting Persons undertake to provide to the staff of the Securities and Exchange Commission, the Issuer, or any security holder of the Issuer, upon request, full information regarding the number of shares purchased at each separate price.

	Marcato Capital Management LP; By: Marcato Holdings LLC, its general partner, By: /s/ Richard McGuire III, its Managing Member	05/31/2018
	Marcato Holdings LLC; By: /s/ Richard McGuire III, Managing Member	05/31/2018
	Richard McGuire III; /s/ Richard McGuire III	05/31/2018
	Marcato International Master Fund, Ltd.(+), By: /s/ Richard McGuire III, Director	05/31/2018
	** Signature of Reporting Person	Date
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