TPHS · Trinity Place Holdings Inc. · Insider Trading

This report is filed jointly by MFP Partners, L.P. ("MFP Partners"), MFP Investors LLC ("MFP Investors") and Jennifer Cook Price (each, a "Reporting Person" and, collectively, the "Reporting Persons") in connection with their respective direct and indirect relationships with Trinity Place Holdings Inc. (the "Company"). MFP Investors is the general partner of MFP Partners. Ms. Price is managing director of MFP Partners and managing member and managing director of MFP Investors.

MFP Partners is the direct beneficial owner of the shares of common stock of the Company ("Common Stock") reported herein. Each Reporting Person other than MFP Partners may be deemed to be the indirect beneficial owner of such shares of Common Stock; however, each such Reporting Person disclaims beneficial ownership of such shares of Common Stock except to the extent of such Reporting Person's pecuniary interest therein, and this report shall not be deemed an admission that any of these Reporting Persons is the beneficial owner of the shares of Common Stock described herein for purposes of Section 16 of the Securities Exchange Act of 1934 or for any other purpose.

On February 5, 2025, Trinity Place Holdings Inc. (the "Issuer") entered into a Stock Purchase Agreement (the "2025 Stock Purchase Agreement") with TPHS Lender (as defined below) and Steel IP Investments, LLC (the "Purchaser"), an affiliate of Steel Partners Holdings L.P., pursuant to which the Purchaser has agreed to purchase from TPHS Lender, and TPHS Lender has agreed to sell to Purchaser, 25,862,245 shares of Common Stock (the "Seller Shares") in accordance with the terms and conditions of the 2025 Stock Purchase Agreement. The aggregate consideration payable to TPHS Lender is $2,586,200 for the Seller Shares and certain agreements pursuant to the 2025 Stock Purchase Agreement. The sale of the Seller Shares is expected to close upon the satisfaction of certain closing conditions as further described in the Current Report on Form 8-K filed by the Issuer with the Securities and Exchange Commission on February 5, 2025.

The securities reported on this line were held directly by TPHS Lender LLC, a Delaware limited liability company ("TPHS Lender").

Midtown Acquisitions GP LLC, a Delaware limited liability company ("Midtown GP"), is the manager of TPHS Lender. Anthony A. Yoseloff serves as the Executive Managing Member of Midtown GP. Gabriel T. Schwartz and Patrick W. Dennis are Co-Deputy Executive Managing Members of Midtown GP. Joshua D. Morris, Morgan P. Blackwell, Conor Bastable and Suzanne K. Gibbons serve as Managers of Midtown GP. (Continued in footnote 4)

Davidson Kempner Capital Management LP ("DKCM"), a Delaware limited partnership and a registered investment adviser with the U.S. Securities and Exchange Commission (the "SEC"), acts as investment manager of the ultimate members of TPHS Lender. DKCM GP LLC, a Delaware limited liability company, is the general partner of DKCM. The managing members of DKCM are Anthony A. Yoseloff, Conor Bastable, Shulamit Leviant, Morgan P. Blackwell, Patrick W. Dennis, Gabriel T. Schwartz, Zachary Z. Altschuler, Joshua D. Morris and Suzanne K. Gibbons. Mr. Anthony A. Yoseloff, through DKCM, is responsible for the voting and investment decisions relating to the securities held by TPHS Lender.

The filing of this statement shall not be deemed an admission that any of the Reporting Persons is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Act of 1934, as amended, or otherwise. Each of the Reporting Persons expressly disclaims beneficial ownership of the securities reported herein except to the extent of its or his pecuniary interest therein, if any.

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

On January 2, 2024, the reporting person was granted 50,000 RSUs. 25,000 of the RSUs vested on January 1, 2025 and 25,000 RSUs will vest on January 1, 2026, 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 25,000 RSUs that had not previously vested will immediately vest. The settlement of the vested RSUs occurred on January 2, 2025.

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

Each restricted stock unit ("RSU") represents the right to receive one share of common stock of Trinity Place Holdings Inc.

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

Each restricted stock unit ("RSU") represents the right to receive one share of common stock of Trinity Place Holdings Inc.

On January 3, 2023, the reporting person was granted 12,000 RSUs. 6,000 of the RSUs each vested on January 1, 2024 and 2025. The settlement of the RSUs that vested on January 1, 2025 occurred on January 2, 2025.

Each restricted stock unit ("RSU") represents the right to receive one share of common stock of Trinity Place Holdings Inc.

On January 2, 2024, the reporting person was granted 12,000 RSUs. 6,000 of the RSUs vested on January 1, 2025 and 6,000 RSUs will vest on January 1, 2026, 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 6,000 RSUs that had not previously vested will immediately vest. The settlement of the vested RSUs occurred on January 2, 2025.

Each restricted stock unit ("RSU") represents the right to receive one share of common stock of Trinity Place Holdings Inc.

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

On January 3, 2023, the reporting person was granted 45,000 RSUs. 22,500 of the RSUs vested on each of January 1, 2024 and 2025. The settlement of the RSUs that vested on January 1, 2025 occurred on January 2, 2025.

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

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

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

On January 3, 2023, the reporting person was granted 220,000 RSUs, subject to vesting and settlement as described in the reporting person's Form 4 filed on January 5, 2023. On April 26, 2024, the reporting person entered into an amendment to his employment agreement, pursuant to which, among other things, the remaining RSUs held by the reporting person vested. The settlement of 146,667 RSUs occurred on August 29, 2024.

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

On January 3, 2022, the reporting person was granted 220,000 RSUs, subject to vesting and settlement as described in the reporting person's Form 4 filed on January 4, 2022. On April 26, 2024, the reporting person entered into an amendment to his employment agreement, pursuant to which, among other things, the remaining RSUs held by the reporting person vested. The settlement of 73,334 RSUs occurred on August 29, 2024.

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

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

On January 2, 2024, the reporting person was granted 250,000 RSUs, subject to vesting and settlement as described in the reporting person's Form 4 filed on January 3, 2024. On April 26, 2024, the reporting person entered into an amendment to his employment agreement, pursuant to which, among other things, the remaining RSUs held by the reporting person vested. The settlement of 250,000 RSUs occurred on August 29, 2024.

This report is filed jointly by MFP Partners, L.P. ("MFP Partners"), MFP Investors LLC ("MFP Investors") and Jennifer Cook Price (each, a "Reporting Person" and, collectively, the "Reporting Persons") in connection with their respective direct and indirect relationships with Trinity Place Holdings Inc. (the "Company"). MFP Investors is the general partner of MFP Partners. Ms. Price is managing director of MFP Partners and managing member and managing director of MFP Investors.

MFP Partners is the direct beneficial owner of the shares of common stock of the Company ("Common Stock") reported herein. Each Reporting Person other than MFP Partners may be deemed to be the indirect beneficial owner of such shares of Common Stock; however, each such Reporting Person disclaims beneficial ownership of such shares of Common Stock except to the extent of such Reporting Person's pecuniary interest therein, and this report shall not be deemed an admission that any of these Reporting Persons is the beneficial owner of the shares of Common Stock described herein for purposes of Section 16 of the Securities Exchange Act of 1934 or for any other purpose.

This report is filed jointly by MFP Partners, L.P. ("MFP Partners"), MFP Investors LLC ("MFP Investors") and Jennifer Cook Price (each, a "Reporting Person" and, collectively, the "Reporting Persons") in connection with their respective direct and indirect relationships with Trinity Place Holdings Inc. (the "Company"). MFP Investors is the general partner of MFP Partners. Ms. Price is managing director of MFP Partners and managing member and managing director of MFP Investors.

MFP Partners is the direct beneficial owner of the shares of common stock of the Company ("Common Stock") reported herein. Each Reporting Person other than MFP Partners may be deemed to be the indirect beneficial owner of such shares of Common Stock; however, each such Reporting Person disclaims beneficial ownership of such shares of Common Stock except to the extent of such Reporting Person's pecuniary interest therein, and this report shall not be deemed an admission that any of these Reporting Persons is the beneficial owner of the shares of Common Stock described herein for purposes of Section 16 of the Securities Exchange Act of 1934 or for any other purpose.

This report is filed jointly by MFP Partners, L.P. ("MFP Partners"), MFP Investors LLC ("MFP Investors") and Jennifer Cook Price (each, a "Reporting Person" and, collectively, the "Reporting Persons") in connection with their respective direct and indirect relationships with Trinity Place Holdings Inc. (the "Company"). MFP Investors is the general partner of MFP Partners. Ms. Price is managing director of MFP Partners and managing member and managing director of MFP Investors.

MFP Partners is the direct beneficial owner of the shares of common stock of the Company ("Common Stock") reported herein. Each Reporting Person other than MFP Partners may be deemed to be the indirect beneficial owner of such shares of Common Stock; however, each such Reporting Person disclaims beneficial ownership of such shares of Common Stock except to the extent of such Reporting Person's pecuniary interest therein, and this report shall not be deemed an admission that any of these Reporting Persons is the beneficial owner of the shares of Common Stock described herein for purposes of Section 16 of the Securities Exchange Act of 1934 or for any other purpose.

This report is filed jointly by MFP Partners, L.P. ("MFP Partners"), MFP Investors LLC ("MFP Investors") and Jennifer Cook Price (each, a "Reporting Person" and, collectively, the "Reporting Persons") in connection with their respective direct and indirect relationships with Trinity Place Holdings Inc. (the "Company"). MFP Investors is the general partner of MFP Partners. Ms. Price is managing director of MFP Partners and managing member and managing director of MFP Investors.

MFP Partners is the direct beneficial owner of the shares of common stock of the Company ("Common Stock") reported herein. Each Reporting Person other than MFP Partners may be deemed to be the indirect beneficial owner of such shares of Common Stock; however, each such Reporting Person disclaims beneficial ownership of such shares of Common Stock except to the extent of such Reporting Person's pecuniary interest therein, and this report shall not be deemed an admission that any of these Reporting Persons is the beneficial owner of the shares of Common Stock described herein for purposes of Section 16 of the Securities Exchange Act of 1934 or for any other purpose.

This report is filed jointly by MFP Partners, L.P. ("MFP Partners"), MFP Investors LLC ("MFP Investors") and Jennifer Cook Price (each, a "Reporting Person" and, collectively, the "Reporting Persons") in connection with their respective direct and indirect relationships with Trinity Place Holdings Inc. (the "Company"). MFP Investors is the general partner of MFP Partners. Ms. Price is managing director of MFP Partners and managing member and managing director of MFP Investors.

MFP Partners is the direct beneficial owner of the shares of common stock of the Company ("Common Stock") reported herein. Each Reporting Person other than MFP Partners may be deemed to be the indirect beneficial owner of such shares of Common Stock; however, each such Reporting Person disclaims beneficial ownership of such shares of Common Stock except to the extent of such Reporting Person's pecuniary interest therein, and this report shall not be deemed an admission that any of these Reporting Persons is the beneficial owner of the shares of Common Stock described herein for purposes of Section 16 of the Securities Exchange Act of 1934 or for any other purpose.

This report is filed jointly by MFP Partners, L.P. ("MFP Partners"), MFP Investors LLC ("MFP Investors") and Jennifer Cook Price (each, a "Reporting Person" and, collectively, the "Reporting Persons") in connection with their respective direct and indirect relationships with Trinity Place Holdings Inc. (the "Company"). MFP Investors is the general partner of MFP Partners. Ms. Price is managing director of MFP Partners and managing member and managing director of MFP Investors.

MFP Partners is the direct beneficial owner of the shares of common stock of the Company ("Common Stock") reported herein. Each Reporting Person other than MFP Partners may be deemed to be the indirect beneficial owner of such shares of Common Stock; however, each such Reporting Person disclaims beneficial ownership of such shares of Common Stock except to the extent of such Reporting Person's pecuniary interest therein, and this report shall not be deemed an admission that any of these Reporting Persons is the beneficial owner of the shares of Common Stock described herein for purposes of Section 16 of the Securities Exchange Act of 1934 or for any other purpose.

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

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

On December 31, 2014, the reporting person was granted 363,095 RSUs, subject to vesting and settlement as described in the reporting person's Form 4 filed on January 15, 2015. The settlement of 41,667 RSUs occurred on January 30, 2024.

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

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

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

On January 3, 2022, the reporting person was granted 220,000 RSUs, subject to vesting and settlement as described in the reporting person's Form 4 filed on January 4, 2022. The settlement of 73,333 RSUs occurred on January 30, 2024.

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

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

On January 28, 2016, the reporting person was granted 541,074 RSUs, subject to vesting and settlement as described in the January 2016 RSU Grant Form 4. The settlement of 10,348 RSUs occurred on January 30, 2024.