Trinity Place (TPHS) Form 4 Trinity Place / STEVEN KAHN 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^*

KAHN STEVEN

(Last) (First) (Middle)

340 MADISON AVENUE, SUITE 3C

(Street)

NEW YORK NY 10173

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

3. Date of Earliest Transaction (Month/Day/Year)
01/02/2024

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

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

X	Form filed by One Reporting Person
	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	01/02/2024		M		15,000	A	(1)	143,365	D
Common Stock	01/02/2024		F		6,202	D	$0.11	137,163	D
Common Stock	01/02/2024		M		22,500	A	(1)	159,663	D
Common Stock	01/02/2024		F		9,303	D	$0.11	150,360	D

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
Restricted Stock Units	(1)	01/02/2024		M			15,000	(2)	(2)	Common Stock	30,000	$0	0	D
Restricted Stock Units	(1)	01/02/2024		M			22,500	(3)	(3)	Common Stock	22,500	$0	22,500	D

Explanation of Responses:

1. Each restricted stock unit ("RSU") converts into one share of common stock of Trinity Place Holdings Inc. (the "Issuer").

2. On January 3, 2022, the reporting person was granted 30,000 RSUs. 15,000 of the RSUs vested on each of January 1, 2023 and 2024. The settlement of the RSUs that vested on January 1, 2024 occurred on January 2, 2024.

3. On January 3, 2023, the reporting person was granted 45,000 RSUs. 22,500 of the RSUs vested on January 1, 2024 and 22,500 RSUs will vest on January 1, 2025, subject to the reporting person's continued employment on the vesting date. In the event the reporting person's employment is terminated by the Company without Cause (as defined in the reporting person's employment agreement), the remaining 22,500 RSUs that had not previously vested will immediately vest. The settlement of the vested RSUs occurred on January 2, 2024.

	/s/ Richard Pyontek, as Attorney-in-Fact for Steven Kahn	01/04/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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