TPHS / Trinity Place Holdings Inc. - Документы SEC, Годовой отчет, Доверенное заявление

Partial Termination of Stock Purchase Agreement, dated as of February 18, 2025, by and among Trinity Place Holdings Inc., TPHS Lender LLC and TPHS Investor LLC. **

Exhibit 10.7 Execution Version PARTIAL Termination of stock purchase Agreement This PARTIAL TERMINATION OF STOCK PURCHASE AGREEMENT (this “Termination”) is entered into as of February 18, 2025 (the “Effective Date”), pursuant to the Stock Purchase Agreement, dated as of January 5, 2024 (as amended from time to time, the “Agreement”), by and among Trinity Place Holdings Inc., a Delaware corporation

Amendment to Amended and Restated Certificate of Incorporation of Trinity Place Holdings Inc. **

Exhibit 3.3 AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF Trinity place holdings inc. February 25, 2025 Trinity Place Holdings Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1.The name of the Corporation is “Trinity Place Holdings Inc.” The original Certificate of Incorporation of the C

Insider Trading Policy

Exhibit 19.1 TRINITY PLACE HOLDINGS INC. INSIDE INFORMATION, MARKET COMMUNICATIONS AND SECURITIES TRADING POLICY AND PROCEDURES (amended April 23, 2018) General This memo sets forth Trinity Place Holdings Inc.’s corporate-wide policies, rules, guidelines and procedures with respect to inside information. It also contains procedures and limitations on buying and selling securities and/or who is aut

Amended and Bylaws of Trinity Place Holdings Inc.**

Exhibit 3.2 AMENDED AND RESTATED BY-LAWS OF TRINITY PLACE HOLDINGS INC. ARTICLE I OFFICES Section 1.01Offices. The address of the registered office of Trinity Place Holdings Inc. (hereinafter called the “Corporation”) in the State of Delaware shall be at 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808. The Corporation may have other offices, both within and without the State of Delawa

Second Amended and Restated Limited Liability Company Operating Agreement of TPHGreenwich Holdings LLC, dated as of February 18, 2025, by and between TPHS Investor LLC and Trinity Place Holdings Inc. ¥**

Exhibit 10.4 SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF TPHGREENWICH HOLDNGS LLC, a Delaware limited liability company, by and among TPHS INVESTOR LLC, a Delaware limited liability company, as a Member and as the Manager, and TRINITY PLACE HOLDINGS INC., a Delaware corporation, as a Member. DATED AS OF FEBRUARY 18, 2025 Execution Version TABLE OF CONTENTS Page Art

Separation Agreement, between Trinity Place Holdings Inc. and Richard Pyontek, dated March 14, 2025**

Exhibit 10.29 SEPARATION AGREEMENT AND RELEASE OF CLAIMS THIS SEPARATION AGREEMENT (the “Agreement”) is entered into by and between Trinity Place Holdings Inc., a Delaware corporation (the “Company”) and Richard Pyontek (the “Employee”; the Company and Employee are each a “Party” to this Agreement, and together, the “Parties”). This Agreement shall become effective upon the expiration of the Revoc

Management Services Agreement, effective as of March 19, 2025, between Trinity Place Holdings Inc. and Steel Services Ltd.**

Exhibit 10.30 MANAGEMENT SERVICES AGREEMENT This Management Services Agreement (the “Agreement”) is dated as of March 19th, 2025 (the “Effective Date”) and is between Steel Services Ltd. (“Steel Services”), a Delaware corporation, having an office at 590 Madison Avenue, 32nd Floor, New York, New York 10022 and Trinity Place Holdings Inc., a Delaware corporation (the “Company”), having an office at

List of Subsidiaries**

Exhibit 21.1 LIST OF SUBSIDIARIES 42 Trinity Place Condominium (DE) 470 4th Avenue Fee Owner LLC (DE) 470 4th Avenue Owner LLC (DE) Filene’s Basement, LLC (DE) TPH 223 N 8th Investor LLC (DE) TPH 250 N 10 Investor LLC (DE) TPH 470 4th Avenue Investor LLC (DE) TPH Asset Manager LLC (DE) TPH Forest Hill LLC (DE) TPH IP LLC (DE) TPH Merrick LLC (DE) TPH Route 17 LLC (DE) TPHGreenwich Holdings LLC (DE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark one) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-08546

Senior Secured Promissory Note dated February 18, 2025**

Exhibit 10.27 Execution Version THIS SENIOR SECURED PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND

Separation Agreement, between Trinity Place Holdings Inc. and Steven Kahn, dated February 20, 2025**

Exhibit 10.28 SEPARATION AGREEMENT AND RELEASE OF CLAIMS THIS SEPARATION AGREEMENT (the “Agreement”) is entered into by and between Trinity Place Holdings Inc., a Delaware corporation (the “Company”) and Steven Kahn (the “Employee”; the Company and Employee are each a “Party” to this Agreement, and together, the “Parties”). This Agreement shall become effective upon the expiration of the Revocatio

Executive Officers and Directors of Steel Partners Holdings GP Inc.

EX-1 2 ex1to13d04197tphs022125.htm Exhibit 1 Executive Officers and Directors of Steel Partners Holdings GP Inc. Name and Position Present Principal Occupation Business Address Warren G. Lichtenstein, Executive Chairman and Director Executive Chairman of Steel Partners Holdings GP Inc., the General Partner of Steel Partners Holdings L.P., a global diversified holding company c/o Steel Partners Hol

Joint Filing Agreement

EX-99.1 3 ex991to13d04197tphs022125.htm JOINT FILING AGREEMENT Exhibit 99.1 Joint Filing Agreement In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including amendments thereto) with respect to the Common Stock, par value $0.01, of Trinity Place

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 000-08546 Trinity Place Holdings Inc. (Exact name of registrant as specified

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 5, 2025 Trinity Place Holdings Inc.

Termination Agreement (Asset Management Agreement), dated as of February 5, 2025, by and between TPHGreenwich Holdings LLC and TPH Asset Manager LLC

Exhibit 10.3 Execution Version TERMINATION AGREEMENT (ASSET MANAGEMENT AGREEMENT) This TERMINATION AGREEMENT (ASSET MANAGEMENT AGREEMENT) (this “Termination”) is entered into as of February 5, 2025 (the “Effective Date”), pursuant to the Asset Management Agreement (the “Agreement”), dated as of February 14, 2024, by and between TPHGreenwich Holdings LLC, a Delaware limited liability company (the “

Shareholder Rights Agreement, dated as of February 5, 2025, by and between Trinity Place Holdings Inc. and Steel IP Investments, LLC

Exhibit 10.2 Execution Version SHAREHOLDER RIGHTS AGREEMENT This Shareholder Rights Agreement (this “Agreement”), dated as of February 5, 2025, is by and between Steel IP Investments, LLC, a Delaware limited liability company (“Steel”), Trinity Place Holdings Inc., a Delaware corporation (“Company”) and, solely with respect to Section 3.1(c) hereto, the Lender, as defined below. RECITALS WHEREAS,

Stock Purchase Agreement, dated as of February 5, 2025, by and among Trinity Place Holdings Inc. (solely with respect to Sections 1.6.3 and 5.1 thereto), TPHS Lender LLC and Steel IP Investments, LLC

Exhibit 10.1 Execution Version STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of February 5, 2025 (the “Effective Date”), by and among Steel IP Investments, LLC with a business address of 590 Madison Avenue, 32nd Floor, New York, NY 10022 (together with its affiliates, the “Purchaser”), TPHS Lender LLC with a business address of 520 Madison Avenue, 30th Floor,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14F-1 INFORMATION STATEMENT PURSUANT TO SECTION 14(f) OF THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 14f-1 THEREUNDER TRINITY PLACE HOLDINGS INC. (Name of Registrant)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14F-1 INFORMATION STATEMENT PURSUANT TO SECTION 14(f) OF THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 14f-1 THEREUNDER TRINITY PLACE HOLDINGS INC. (Name of Registrant) Delaware (State of Incorporation) 001-08546 (Commission File No.) 22-2465228 (IRS Employer Identification No.) 340 Madison Avenue New York, New York 10

As filed with the Securities and Exchange Commission on January 6, 2025

As filed with the Securities and Exchange Commission on January 6, 2025 Registration No.

As filed with the Securities and Exchange Commission on January 6, 2025

As filed with the Securities and Exchange Commission on January 6, 2025 Registration No.

As filed with the Securities and Exchange Commission on January 6, 2025

As filed with the Securities and Exchange Commission on January 6, 2025 Registration No.

As filed with the Securities and Exchange Commission on January 6, 2025

As filed with the Securities and Exchange Commission on January 6, 2025 Registration No.

As filed with the Securities and Exchange Commission on January 6, 2025

As filed with the Securities and Exchange Commission on January 6, 2025 Registration No.

As filed with the Securities and Exchange Commission on January 6, 2025

As filed with the Securities and Exchange Commission on January 6, 2025 Registration No.

As filed with the Securities and Exchange Commission on January 6, 2025

As filed with the Securities and Exchange Commission on January 6, 2025 Registration No.

As filed with the Securities and Exchange Commission on January 6, 2025

As filed with the Securities and Exchange Commission on January 6, 2025 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe

Amendment to Employment Agreement, dated April 26, 2024, by Trinity Place Holdings Inc. and Matthew Messinger.*

Exhibit 10.1 AMENDMENT TO EMPLOYMENT AGREEMENT This AMENDMENT TO EMPLOYMENT AGREEMENT (this “Agreement”) is dated as of this 26th day of April, 2024 (the “Effective Date”), by and between TRINITY PLACE HOLDINGS INC., a Delaware corporation (the “Company”) and MATTHEW MESSINGER (“Employee”). WHEREAS, Employee is employed by the Company as President and Chief Executive Officer as an at will employee

Consulting Agreement, April 26, 2024, between TPHGreenwich Holdings LLC and Matthew Messinger.*¥

Exhibit 10.2 CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL. CONSULTING AGREEMENT This CONSULTING AGREEMENT (“Consulting Agreement”) is made this 26th day of April, 2024 (the “Amendment to Employment Ag

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES NYSE American LLC ("NYSE American" or the "Exchange") hereby notifies the Securities and Exchange Commission (the "Commission") of its intention to remove the entire class of Common Stock of Trinity Place Holdings Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 31, 2024 (July 30, 2024) Trini

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 31, 2024 (July 30, 2024) Trinity Place Holdings Inc.

Trinity Place Holdings Inc. 2015 Stock Incentive Plan (as amended, effective June 11, 2024)

Exhibit 10.1 TRINITY PLACE HOLDINGS INC. 2015 STOCK INCENTIVE PLAN (as amended, effective June 11, 2024) Article I General 1.1            Purpose The Trinity Place Holdings Inc. 2015 Stock Incentive Plan (the “Plan”) is designed to provide certain key persons, on whose initiative and efforts the successful conduct of the business of Trinity Place Holdings Inc., a Delaware corporation (the “Company

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 25, 2024 (July 24, 2024) Trinity Place Holdings Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy Statement x Definitive Additional Materials ¨ Soliciting Material under §240.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☑ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☑ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material under §240.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 14, 2024 (June 11, 2024) Trinity Place Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 001-08546 22-2465228 (State or other jurisdiction of incorpor

Extension Agreement, dated as of May 31, 2024

Exhibit 10.1 Extension Agreement by email delivered May 31, 2024, reading: Reference is made to that certain Stock Purchase Agreement, dated as of January 5, 2024 (as amended, the “SPA”), by and between Trinity Place Holdings Inc., a Delaware corporation (the “Company”), TPHS Lender LLC, a Delaware limited liability company (the “Company Investor”) and TPHS Investor LLC, a Delaware limited liabili

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 3, 2024 (May 31, 2024) Trinity Place Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 001-08546 22-2465228 (State or other jurisdiction of incorporat

TPHS / Trinity Place Holdings Inc. / MFP INVESTORS LLC - SCHEDULE 13G, AMENDMENT NO. 1 Passive Investment

SC 13G/A 1 sc13ga1.htm SCHEDULE 13G, AMENDMENT NO. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Trinity Place Holdings Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 89656D101 (CUSIP Number) May 14, 2024 (Date of Event Which Requires Filing of this

JOINT FILING AGREEMENT

EX-99 2 ex2.htm EXHIBIT 2 - JOINT FILING AGREEMENT Exhibit 2 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G) on behalf of each of them of a statement on Schedule 13G (including amendments thereto)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 00

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 2, 2024 (April 26, 2024) Trinity Place Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 001-08546 22-2465228 (State or other jurisdiction of incorpora

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 1)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark one) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 23, 2024 (April 17, 2024) Trinity Place Holdings Inc.

Extension Agreement, dated as of April 12, 2024

Exhibit 10.1 Extension Agreement by email delivered April 12, 2024, reading: Reference is made to that certain Stock Purchase Agreement, dated as of January 5, 2024 (as amended, the “SPA”), by and between Trinity Place Holdings Inc., a Delaware corporation (the “Company”), TPHS Lender LLC, a Delaware limited liability company (the “Company Investor”) and TPHS Investor LLC, a Delaware limited liabi

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 17, 2024 (April 12, 2024) Trinity Place Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 001-08546 22-2465228 (State or other jurisdiction of incorp

Letter Agreement, dated as of March 27, 2024, by and among Trinity Place Holdings Inc., TPHS Lender LLC and TPHS Investor LLC (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed on April 2, 2024).

Exhibit 10.1 LETTER AGREEMENT Dated as of March 27, 2024 Trinity Place Holdings Inc. 340 Madison Avenue, Suite 3C New York, New York 10173 TPHS Investor LLC TPHS Lender LLC 520 Madison Ave, 30th Fl. New York, New York 10022 To Whom It May Concern: Reference is made to that certain Stock Purchase Agreement, dated as of January 5, 2024 (as amended, the “SPA”), by and between Trinity Place Holdings I

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 2, 2024 (March 27, 2024) Trinity Place Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 001-08546 22-2465228 (State or other jurisdiction of incorpo

Warrant Cancellation Agreement, dated as of February 14, 2024, by and between TPHS Lender LLC and Trinity Place Holdings Inc.**

Exhibit 10.21 Warrant Cancellation Agreement This Warrant Cancellation Agreement (this “Agreement”), dated as of February 14, 2024 (the “Effective Date”), by and between TPHS Lender LLC, a Delaware limited liability company (the “Warrantholder”) and Trinity Place Holdings Inc., a Delaware corporation (the “Company”). Capitalized terms used but not otherwise defined herein shall have the respective

Asset Management Agreement, dated as of February 14, 2024, between TPH Asset Manager LLC and TPHGreenwich Holdings LLC. ¥**

Exhibit 10.5 CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL. ASSET MANAGEMENT AGREEMENT THIS ASSET MANAGEMENT AGREEMENT (this “Agreement”) is made as of the 14th day of February, 2024 (the “Effective Da

Amended and Restated Limited Liability Company Operating Agreement of TPHGreenwich Holdings LLC, dated as of February 14, 2024, by and between TPHS Investor LLC and Trinity Place Holdings Inc..

Exhibit 10.4 CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL. AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF TPHGREENWICH HOLDINGS LLC THIS AMENDED AND RESTATED LIMITED LIABILITY C

Third Amendment to Master Loan Agreement and Loan Documents, dated as of February 14, 2024, by and among MPF Greenwich Lender LLC, as lender, TPHGreenwich Owner LLC, as borrower, Trinity Place Holdings Inc., and certain additional parties thereto, as guarantors. ¥**

Exhibit 10.13 EXECUTION VERSION CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL THIRD AMENDMENT TO MASTER LOAN AGREEMENT AND LOAN DOCUMENTS THIS THIRD AMENDMENT TO MASTER LOAN AGREEMENT AND LOAN DOCUMENT

Second Amendment to Master Loan Agreement and Loan Documents, dated as of May 22, 2023, by and among Macquarie PF Inc., as lender, TPHGreenwich Owner LLC, as borrower, and Trinity Place Holdings Inc., as guarantor.**

Exhibit 10.12 Execution Version CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL SECOND AMENDMENT TO MASTER LOAN AGREEMENT AND LOAN DOCUMENTS THIS SECOND AMENDMENT TO MASTER LOAN AGREEMENT AND LOAN DOCUME

Clawback Policy **

Exhibit 97.1 TRINITY PLACE HOLDINGS INC. CLAWBACK POLICY Effective as of October 2, 2023 Approved by the Board of Directors on November 8, 2023 Trinity Place Holdings Inc. (the “Company”) has adopted this Clawback Policy (this “Policy”) to provide for the recovery of Erroneously Awarded Compensation (as defined below) to certain current and former executive officers of the Company. This Policy is

List of Subsidiaries**

Exhibit 21.1 LIST OF SUBSIDIARIES 42 Trinity Place Condominium (DE) 470 4th Avenue Fee Owner LLC (DE) 470 4th Avenue Owner LLC (DE) Filene’s Basement, LLC (DE) TPH 223 N 8th Investor LLC (DE) TPH 250 N 10 Investor LLC (DE) TPH 470 4th Avenue Investor LLC (DE) TPH Forest Hill LLC (DE) TPH IP LLC (DE) TPH Merrick LLC (DE) TPH Route 17 LLC (DE) TPHGreenwich Holdings LLC (DE) TPHGreenwich Owner LLC (D

Registration Rights Agreement, dated as of February 14, 2024, by and between Trinity Place Holdings Inc. and the investor identified on Schedule A therein.**

Exhibit 10.22 EXECUTION VERSION REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (“Agreement”), dated as of February 14, 2024, is made by and between Trinity Place Holdings Inc., a Delaware corporation (the “Company”) and the investor set forth on Schedule A hereof (the “Investor”). W I T N E S S E T H WHEREAS, the Company has entered into that certain Stock Purchase Agreement date

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark one) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-08546

Second Amendment to Amended and Restated Mezzanine Loan Agreement and Loan Documents, dated as of February 14, 2024, by and among TPHS Lender II LLC, as lender and TPHS Lender II LLC, as administrative agent, TPHGreenwich Subordinate Mezz LLC, as borrower and Trinity Place Holdings Inc., as released Trinity guarantor. ¥**

Exhibit 10.9 EXECUTION VERSION CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL. SECOND AMENDMENT TO AMENDED AND RESTATED MEZZANINE LOAN AGREEMENT AND LOAN DOCUMENTS THIS SECOND AMENDMENT TO AMENDED AND R

Amended and Restated Credit Agreement, dated as of February 14, 2024, among TPHGreenwich Holdings LLC, as Borrower, certain subsidiaries of the borrower from time to time party thereto, as Guarantors, the initial lenders named therein, as Initial Lenders, and Mount Street US (Georgia) LLP, as administrative agent.**

Exhibit 10.6 Execution Version AMENDED & RESTATED CREDIT AGREEMENT dated as of February 14, 2024 among TPHGREENWICH HOLDINGS LLC, as Borrower, CERTAIN SUBSIDIARIES OF THE BORROWER FROM TIME TO TIME PARTY HERETO, as Guarantors, THE INITIAL LENDERS NAMED HEREIN, as Initial Lenders, and MOUNT STREET US (GEORGIA) LLP, as Administrative Agent TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS AND ACCOUNTING

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 22, 2024 (March 18, 2024) Trinity Place Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 001-08546 22-2465228 (State or other jurisdiction of incorp

TPHS / Trinity Place Holdings Inc. / THIRD AVENUE MANAGEMENT LLC - AMENDMENT TO FORM SC 13D Activist Investment

SC 13D/A 1 trinity-13da031824.htm AMENDMENT TO FORM SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 6) Trinity Place Holdings Inc. (Name of Issuer) Common Stock, Par Value $0.01 (Title of Class of Securities) 89656D101 (CUSIP Number) Third Avenue Management LLC Attn: Michael A. Buono 675 Third Aven

TPHS / Trinity Place Holdings Inc. / THIRD AVENUE MANAGEMENT LLC - AMENDMENT TO FORM SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5) Trinity Place Holdings Inc. (Name of Issuer) Common Stock, Par Value $0.01 (Title of Class of Securities) 89656D101 (CUSIP Number) Third Avenue Management LLC Attn: Michael A. Buono 675 Third Avenue, Suite 2900-05 New York, NY 10017 (212) 888-5222 (Name,

TPHS / Trinity Place Holdings Inc. / DAVIDSON KEMPNER CAPITAL MANAGEMENT LP - TRINITY PLACE HOLDINGS INC. Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Trinity Place Holdings Inc. (Name of Issuer) Common stock, par value $0.01 per share (Title of Class of Securities) 89656D101 (CUSIP Number) Shulamit Leviant, Esq. c/o Davidson Kempner Capital Management LP 520 Madison Avenue, 30th Floor New York, New York 10022 (212)

JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)

EX-99 2 p24-0985exhibit99.htm JOINT FILING AGREEMENT PURSUANT TO RULE 13D-1(K) EXHIBIT 99.6 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without t

Trinity Place Holdings Inc. Completes Recapitalization Transactions

Exhibit 99.1 Trinity Place Holdings Inc. Completes Recapitalization Transactions New York, New York, February 20, 2024 — Trinity Place Holdings Inc. (NYSE American: TPHS) (the “Company”) announced that on February 14, 2024 the Company closed its previously announced recapitalization transactions. In connection with these transactions, the maturity date of each of the mortgage loan agreement and me

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 20, 2024 (February 14, 2024) Trinity Place Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 001-08546 22-2465228 (State or other jurisdiction of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defin

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 7, 2024 (February 9, 2024) Trinity Place Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 001-08546 22-2465228 (State or other jurisdiction of in

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 5, 2024 (January 30, 2024) Trinity Place Holdings Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defin

Amendment to Stock Purchase Agreement, dated as of January 30, 2024, by and between Trinity Place Holdings Inc., TPHS Lender LLC and TPHS Investor LLC (incorporated by reference to Exhibit 10.1 of the Form 8-K filed on February 5, 2024)¥

Exhibit 10.1 CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL. AMENDMENT TO STOCK PURCHASE AGREEMENT This Amendment to the STOCK PURCHASE AGREEMENT (this “Amendment”), dated as of January 30, 2024 (the “A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.    )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.    ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ De

Trinity Place Holdings Inc. Enters Into Recapitalization Transactions

Exhibit 99.1 Trinity Place Holdings Inc. Enters Into Recapitalization Transactions New York, New York, January 10, 2024 — Trinity Place Holdings Inc. (NYSE American: TPHS) (the “Company”) announced that, effective as of January 5, 2024, the Company had entered into a stock purchase agreement with the lender under its corporate credit facility and an affiliate of such lender (the “Investor”), pursu

Stock Purchase Agreement, dated as of January 5, 2024, by and between Trinity Place Holdings Inc., TPHS Lender LLC and TPHS Investor LLC (incorporated by reference to Exhibit 10.1 of the Form 8-K filed on January 10, 2024)¥

Exhibit 10.1 CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL. STOCK PURCHASE AGREEMENT This STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of January 5, 2024 (the “Effective Date”), is made by and

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): January 10, 2024 (January 4, 2024) Trinity Place Holdings Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. __)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defin

TPHS / Trinity Place Holdings Inc. / THIRD AVENUE MANAGEMENT LLC - AMENDMENT TO FORM SC 13D Activist Investment

SC 13D/A 1 trinity-13da010324.htm AMENDMENT TO FORM SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4) Trinity Place Holdings Inc. (Name of Issuer) Common Stock, Par Value $0.01 (Title of Class of Securities) 89656D101 (CUSIP Number) Third Avenue Management LLC Attn: Michael A. Buono 675 Third Aven

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): January 2, 2024 (December 20, 2023)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): January 2, 2024 (December 20, 2023) Trinity Place Holdings Inc.

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): December 4, 2023 (November 28, 2023) Trinity Place Holdings Inc.

Trinity Place Holdings Inc. Discloses Communication from NYSE American

Exhibit 99.1 Trinity Place Holdings Inc. Discloses Communication from NYSE American New York, New York, December 4, 2023 — Trinity Place Holdings Inc. (NYSE American: TPHS) (the “Company”) announced today that on November 29, 2023 it received a letter (the “Notice”) from the NYSE American LLC (“NYSE American”) advising the Company is not in compliance with the NYSE American continued listing stand

Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 21, 2023 (November 15, 2023) Trinity Place Holdings Inc.

Forbearance Agreement, dated as of September 1, 2023, by and among TPHGreenwich Owner LLC, as borrower, Trinity Place Holdings Inc., as indemnitor, and Macquarie PF Inc., as administrative agent and lender

Exhibit 10.3 FORBEARANCE AGREEMENT This Forbearance Agreement (this “Agreement”) is made as of September 1, 2023 (the “Forbearance Effective Date”), by and among TPHGREENWICH OWNER LLC, a Delaware limited liability company (“Borrower”), TRINITY PLACE HOLDINGS INC., a Delaware corporation (“Indemnitor”), and MACQUARIE PF INC., a Delaware corporation, as administrative agent and lender (together wit

Forbearance Agreement, dated as of August 24, 2023, by and among Trinity Place Holdings Inc., as borrower, each subsidiary of borrower listed on the signature pages thereto, as a guarantor, TPH Lender LLC, as lender, and TPHS Lender LLC, as administrative agent.

Exhibit 10.2 FORBEARANCE AGREEMENT This Forbearance Agreement (this “Agreement”) is made as of August 24, 2023 (the “Forbearance Effective Date”), by and among TPHGREENWICH SUBORDINATE MEZZ LLC, a Delaware limited liability company (“Borrower”), TRINITY PLACE HOLDINGS INC., a Delaware corporation (“Indemnitor”), TPHGREENWICH MEZZ LLC, a Delaware limited liability company (“Additional Pledgor”), TP

Forbearance Agreement, dated as of August 24, 2023, by and among TPHGreenwich Subordinate Mezz LLC, as borrower, Trinity Place Holdings Inc., as indemnitor, TPHGreenwich Mezz LLC, as additional pledger, TPHS Lender II LLC, as lender, and TPHS Lender II LLC, as administrative agent.

Exhibit 10.1 FORBEARANCE AGREEMENT This Forbearance Agreement (this “Agreement”) is made as of August 24, 2023 (the “Forbearance Effective Date”), by and among TRINITY PLACE HOLDINGS INC., a Delaware corporation (the “Borrower”), each Subsidiary of the Borrower listed on the signature pages hereto, as a Guarantor (the “Guarantors”), TPHS LENDER LLC, a Delaware limited liability company, as lender

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe

Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): September 7, 2023 (September 6, 2023) Trinity Place Holdings Inc.

Entry into a Material Definitive Agreement, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 30, 2023 (August 24, 2023) Trinity Place Holdings Inc.

Amendment No. 7 to Credit Agreement, dated as of June 9, 2023, among Trinity Place Holdings Inc., as borrower, each subsidiary of the borrower listed on the signature pages thereto, as a guarantor, the lenders party thereto and TPHS Lender LLC, as administrative agent.

Exhibit 10.1 AMENDMENT NO. 7 TO CREDIT AGREEMENT This AMENDMENT NO. 7 TO CREDIT AGREEMENT (this “Amendment”) is entered into as of June 9, 2023, among TRINITY PLACE HOLDINGS INC., a Delaware corporation, as Borrower (the “Borrower”), each Subsidiary of the Borrower listed on the signature pages hereto, as a Guarantor, THE LENDERS PARTY HERETO and TPHS LENDER LLC, as administrative agent (together

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001

Second Amendment to Warrant Agreement, dated as of June 15, 2023, between Trinity Place Holdings Inc. and TPHS Lender LLC.

Exhibit 10.2 SECOND AMENDMENT TO WARRANT AGREEMENT June 15, 2023 This Second Amendment (the “Amendment”) to that certain Warrant Agreement, dated December 19, 2019 (as amended, the “Agreement”), between Trinity Place Holdings Inc., a Delaware corporation (together with its successors and assigns, the “Company”) and TPHS Lender LLC (together with its successors and assigns, the “Purchaser”) is made

Filing Fee Table

Exhibit 107.1 Calculation of Filing Fee Tables Form S-8 (Form Type) Trinity Place Holdings Inc. (Exact Name of Registrant as Specified in its Charter) Table 1 – Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, pa

As filed with the Securities and Exchange Commission on June 30, 2023

As filed with the Securities and Exchange Commission on June 30, 2023 Registration No.

Trinity Place Holdings Inc. 2015 Stock Incentive Plan (as amended, effective April 27, 2023)

Exhibit 10.1 TRINITY PLACE HOLDINGS INC. 2015 STOCK INCENTIVE PLAN (as amended, effective April 27, 2023) Article I General 1.1 Purpose The Trinity Place Holdings Inc. 2015 Stock Incentive Plan (the “Plan”) is designed to provide certain key persons, on whose initiative and efforts the successful conduct of the business of Trinity Place Holdings Inc., a Delaware corporation (the “Company”) depends

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): June 23, 2023 (June 21, 2023) Trini

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): June 23, 2023 (June 21, 2023) Trinity Place Holdings Inc.

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): June 15, 2023 (June 9, 2023) Trinity Place Holdings Inc.

Amendment No. 6 to Credit Agreement, dated as of April 21, 2023, among Trinity Place Holdings Inc., as borrower, each subsidiary of the borrower listed on the signature pages thereto, as a guarantor, the lenders party thereto and TPHS Lender LLC, as administrative agent.

Exhibit 10.1 Execution Version AMENDMENT NO. 6 TO CREDIT AGREEMENT This AMENDMENT NO. 6 TO CREDIT AGREEMENT (this “Amendment”) is entered into as of April 21, 2023, among TRINITY PLACE HOLDINGS INC., a Delaware corporation, as Borrower (the “Borrower”), each Subsidiary of the Borrower listed on the signature pages hereto, as a Guarantor, THE LENDERS PARTY HERETO and TPHS LENDER LLC, as administrat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 00

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☑ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☑ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material under §240.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant þ Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy Statement þ Definitive Additional Materials ¨ Soliciting Material under §240.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 27, 2023 (April 21, 2023) Tri

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 27, 2023 (April 21, 2023) Trinity Place Holdings Inc.

List of Subsidiaries**

Exhibit 21.1 LIST OF SUBSIDIARIES 42 Trinity Place Condominium (DE) 470 4th Avenue Fee Owner LLC (DE) 470 4th Avenue Owner LLC (DE) Filene’s Basement, LLC (DE) TPH 223 N 8th Investor LLC (DE) TPH 250 N 10 Investor LLC (DE) TPH 470 4th Avenue Investor LLC (DE) TPH Forest Hill LLC (DE) TPH IP LLC (DE) TPH Merrick LLC (DE) TPH Route 17 LLC (DE) TPHGreenwich Holdings LLC (DE) TPHGreenwich Owner LLC (D

First Amendment to Amended and Restated Mezzanine Agreement and Loan Documents, dated as of November 30, 2022, by and among TPHS Lender II LLC, as lender and TPHS Lender II LLC, as administrative agent, TPHGreenwich Subordinate Mezz LLC, as borrower, TPHGreenwich Mezz LLC, as additional pledger and Trinity Place Holdings Inc., as guarantor.**

Exhibit 10.23 EXECUTION VERSION FIRST AMENDMENT TO AMENDED AND RESTATED MEZZANINE LOAN AGREEMENT AND LOAN DOCUMENTS THIS FIRST AMENDMENT TO AMENDED AND RESTATED MEZZANINE LOAN AGREEMENT AND LOAN DOCUMENTS (this “Amendment”) is dated as of November 30, 2022 (the “Amendment Execution Date”), but effective as of September 28, 2022 (the “Amendment Effective Date”), by and among TPHS LENDER II LLC, a D

First Amendment to Master Loan Agreement and Loan Documents, dated as of November 30, 2022, by and among Macquarie PF Inc., as lender, TPHGreenwich Owner LLC, as borrower, and Trinity Place Holdings Inc., as guarantor.**

Exhibit 10.27 EXECUTION VERSION FIRST AMENDMENT TO MASTER LOAN AGREEMENT AND LOAN DOCUMENTS THIS FIRST AMENDMENT TO MASTER LOAN AGREEMENT AND LOAN DOCUMENTS (this “Amendment”) is dated as of November 30, 2022 (the “Amendment Execution Date”), but effective as of September 28, 2022 (the “Amendment Effective Date”), by and among MACQUARIE PF INC., a Delaware corporation, with an address at 125 West

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark one) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-08546

Amendment No. 5 to Credit Agreement, dated as of November 30, 2022, among Trinity Place Holdings Inc. as Borrower, each subsidiary of Borrower listed on the signature pages thereto, as a guarantor, the lenders party thereto, and Trimont Real Estate Advisor, LLC, as administrative agent **

Exhibit 10.17 EXECUTION VERSION AMENDMENT NO. 5 TO CREDIT AGREEMENT This AMENDMENT NO. 5 TO CREDIT AGREEMENT (this “Amendment”) is entered into as of November 30, 2022, among TRINITY PLACE HOLDINGS INC., a Delaware corporation, as Borrower (the “Borrower”), each Subsidiary of the Borrower listed on the signature pages hereto, as a Guarantor, THE LENDERS PARTY HERETO and TPHS LENDER LLC, as adminis

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 30, 2022 (November 30, 202

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 30, 2022 (November 30, 2022) Trinity Place Holdings Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment #1)

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

List of Subsidiaries**

EX-21.1 2 tphs-20211231xex21d1.htm EX-21.1 Exhibit 21.1 LIST OF SUBSIDIARIES 470 4th Avenue Fee Owner LLC (DE) 470 4th Avenue Owner LLC (DE) Filene’s Basement, LLC (DE) TPH 223 N 8th Investor LLC (DE) TPH 250 N 10 Investor LLC (DE) TPH 470 4th Avenue Investor LLC (DE) TPH Forest Hill LLC (DE) TPH IP LLC (DE) TPH Merrick LLC (DE) TPH Route 17 LLC (DE) TPHGreenwich Holdings LLC (DE) TPHGreenwich Own

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A (Amendment #1)

Table of Contents ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): September 9, 2022 (September 9, 2022) Trinity Place Holdings Inc.

Trinity Place Learning Center Opens for Class TPHS Provides Update on Strategic Discussions and NYSE Listing

Exhibit 99.1 Trinity Place Learning Center Opens for Class TPHS Provides Update on Strategic Discussions and NYSE Listing New York, NY - September 9, 2022 ?Trinity Place Holdings Inc. (NYSE American: TPHS), the New York-based real estate holding, investment, and asset management company, announced that Trinity Place Learning Center, the new home for PS 150, welcomed students pre-Kindergarten throu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 29, 2022 (August 23, 2022) Trinity Place Holdings Inc.

Trinity Place Holdings Inc. Receives Expected Notice from NYSE American Regarding Delayed Quarterly Report

Exhibit 99.1 Trinity Place Holdings Inc. Receives Expected Notice from NYSE American Regarding Delayed Quarterly Report New York, New York, August 29, 2022 ? Trinity Place Holdings Inc. (NYSE: TPHS) (the ?Company?) announced today that, as expected, on August 23, 2022 it received a notice from the New York Stock Exchange (the ?NYSE?) that the Company was not in compliance with the NYSE?s continued

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 17, 2022 (August 11, 2022) Trinity Place Holdings Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: June 30, 2022 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Period

Regulation FD Disclosure, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): June 29, 2022 (June 28, 2022) Trinity Place Holdings Inc.

Trinity Place Holdings Inc. 2022 Annual Meeting CEO Remarks

Exhibit 99.1 Trinity Place Holdings Inc. 2022 Annual Meeting CEO Remarks Hello and thank you for joining us this morning in ?Cloud Club 77,? the rooftop amenity suite at 77 Greenwich ? now called ?Jolie.? I couldn?t imagine a more appropriate backdrop for this annual meeting, which shows the tremendous progress that we have made over the past year here at Jolie. Residents are now living in the bui

JOINT FILING AGREEMENT

EXHIBIT 7 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the stock of Trinity Place Holdings Inc.

TPHS / Trinity Place Holdings Inc / MFP INVESTORS LLC - SCHEDULE 13D, AMENDMENT NO. 7 Activist Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ?240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO ?240.13d-2(a). UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 7) TRINITY PLACE HOLDINGS INC. (Name of Issuer) Common Stock, Par Value $0.01 (Title of Class of Securities) 89656D101 (CUSIP

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

TPHS / Trinity Place Holdings Inc / THIRD AVENUE MANAGEMENT LLC - SC 13DA Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3) Trinity Place Holdings Inc. (Name of Issuer) Common Stock, Par Value $0.01 (Title of Class of Securities) 89656D101 (CUSIP Number) Third Avenue Management LLC Attn: Mark Aaron 622 Third Avenue, 32nd Floor New York, NY 10017 (212) 888-5222 (Name, Address a

Exhibit 3

EXHIBIT 3 INSERT DATE Re: Purchase and sale of INSERT NUMBER [shares of common stock] (the ?Securities?) of Trinity Place Holdings Inc.

Exhibit 2

Exhibit 2 STOCK PURCHASE AGREEMENT This Stock Purchase Agreement, dated as of May 5, 2022 (this ?Agreement?), is by and between Gemcap Investment Funds (Ireland) PLC (?Seller?) and INSERT NAME (?Buyer? and, together with Seller, the ?Parties?).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy Statement ? Definitive Additional Materials ? Soliciting Material under ?240.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEF 14A 1 tm2213138-2def14a.htm DEF 14A TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☑ Filed by a Party other than the Registrant ☐ Check the appropriate box:

Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 28, 2022 (April 27, 2022) Trinity Place Holdings Inc.

Trinity Place Holdings Sells Joint Venture Interest in The Berkley in Williamsburg, Brooklyn Unit Finishes Nearing Completion in Jolie

Exhibit 99.1 Trinity Place Holdings Sells Joint Venture Interest in The Berkley in Williamsburg, Brooklyn Unit Finishes Nearing Completion in Jolie New York (April 28, 2022) ? Trinity Place Holdings Inc. (NYSE: TPHS) (the ?Company?) announced that it, along with its joint venture partner, has closed on the sale of The Berkley, at 223 North 8th Street in Williamsburg, Brooklyn (the ?Property?), to

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

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List of Subsidiaries**

EX-21.1 2 tphs-20211231xex21d1.htm EX-21.1 Exhibit 21.1 LIST OF SUBSIDIARIES 470 4th Avenue Fee Owner LLC (DE) 470 4th Avenue Owner LLC (DE) Filene’s Basement, LLC (DE) TPH 223 N 8th Investor LLC (DE) TPH 250 N 10 Investor LLC (DE) TPH 470 4th Avenue Investor LLC (DE) TPH Forest Hill LLC (DE) TPH IP LLC (DE) TPH Merrick LLC (DE) TPH Route 17 LLC (DE) TPHGreenwich Holdings LLC (DE) TPHGreenwich Own

Trinity Place Holdings Inc. 2,539,473 Shares of Common Stock

424B3 1 tm225368d1424b3.htm 424B3 FIled Pursuant to Rule 424(b)(3) Registration No. 333-262293 PROSPECTUS Trinity Place Holdings Inc. 2,539,473 Shares of Common Stock This prospectus relates to the resale by the selling stockholders of up to 2,539,473 shares of common stock of Trinity Place Holdings Inc., or the common stock, which have been acquired by the selling stockholders identified herein,

Trinity Place Holdings Inc. 340 Madison Avenue New York, New York 10173

CORRESP 1 filename1.htm Trinity Place Holdings Inc. 340 Madison Avenue New York, New York 10173 February 1, 2022 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549 Re: Trinity Place Holdings Inc. Registration Statement on Form S-3 Filed on January 21, 2022 File No. 333-262293 Ladies and Gentlemen: Pursuant to Rule 461 un

LETTER

United States securities and exchange commission logo February 1, 2022 Steven Kahn Chief Financial Officer Trinity Place Holdings Inc.

As filed with the Securities and Exchange Commission on January 21, 2022

As filed with the Securities and Exchange Commission on January 21, 2022 Registration No.

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): December 8, 2021 (December 8, 2021) Trinity Place Holdings Inc.

Amendment No. 4 to Credit Agreement, dated as of November 10, 2021, among Trinity Place Holdings Inc., as Borrower, each subsidiary of Borrower listed on the signature pages thereto, as a guarantor, the lenders party thereto, and Trimont Real Estate Advisors, LLC, as administrative agent (incorporated by reference to Exhibit 10.8 of the Quarterly Report on Form 10-Q filed by us on November 12, 2021)

EXECUTION VERSION Amendment NO. 4 to credit agreement This AMENDMENT NO. 4 TO CREDIT AGREEMENT (this ?Amendment?) is entered into as of November 10, 2021, among TRINITY PLACE HOLDINGS INC., a Delaware corporation, as Borrower (the ?Borrower?), each Subsidiary of the Borrower listed on the signature pages hereto, as a Guarantor, THE LENDERS PARTY HERETO and TRIMONT REAL ESTATE ADVISORS, LLC, as adm

Amendment No. 2 to Credit Agreement, dated as of December 22, 2020, among Trinity Place Holdings Inc., as Borrower, each subsidiary of Borrower listed on the signature pages thereto, as a guarantor, the lenders party thereto, and Trimont Real Estate Advisors, LLC, as administrative agent (incorporated by reference to Exhibit 10.6 of the Quarterly Report on Form 10-Q filed by us on November 12, 2021)

? Exhibit 10.6 ? Execution Version ? AMENDMENT NO. 2 TO CREDIT AGREEMENT This AMENDMENT NO. 2 TO CREDIT AGREEMENT (this ?Amendment?) is entered into as of December 22, 2020, among TRINITY PLACE HOLDINGS INC., a Delaware corporation, as Borrower (the ?Borrower?), each Subsidiary of the Borrower listed on the signature pages hereto, as a Guarantor, THE LENDERS PARTY HERETO and TRIMONT REAL ESTATE AD

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 4, 2021 (November 4, 2021) Trinity Place Holdings Inc.

Form of Rights Certificate

Exhibit 4.1 RIGHTS CERTIFICATE #: NUMBER OF RIGHTS THE TERMS AND CONDITIONS OF THE RIGHTS OFFERING ARE SET FORTH IN THE COMPANY'S PROSPECTUS SUPPLEMENT DATED NOVEMBER 4, 2021 (THE "PROSPECTUS SUPPLEMENT") AND ARE INCORPORATED HEREIN BY REFERENCE. COPIES OF THE PROSPECTUS SUPPLEMENT AND ACCOMPANYING PROSPECTUS ARE AVAILABLE UPON REQUEST FROM D.F. KING & CO., INC., THE INFORMATION AGENT. Trinity Pla

NOTIFICATION OF 4.75% HOLDER FORM

Exhibit 99.7 NOTIFICATION OF 4.75% HOLDER FORM The undersigned beneficially owns shares of common stock, par value $0.01 per share (the "Common Stock"), of Trinity Place Holdings Inc. (the "Company"), and has (i) if the undersigned is a registered holder of Common Stock, delivered the properly completed and signed Rights Certificate together with payment of the Subscription Price in full for each

Subscription Rights to Purchase Shares of Common Stock Offered Pursuant to Subscription Rights Distributed to Stockholders of Trinity Place Holdings Inc.

Exhibit 99.4 Subscription Rights to Purchase Shares of Common Stock Offered Pursuant to Subscription Rights Distributed to Stockholders of Trinity Place Holdings Inc. November 5, 2021 To Our Clients: Enclosed for your consideration is a prospectus supplement, dated November 4, 2021 (the ?Prospectus?) which relates to the offering (?Rights Offering?) by Trinity Place Holdings Inc. (the "Company") o

Up to 2,650,000 Shares of Common Stock Issuable Upon the Exercise of Subscription Rights

TABLE OF CONTENTS ?Filed Pursuant to Rule 424(b)(5)? ?Registration Statement No. 333-235276? PROSPECTUS SUPPLEMENT (To Prospectus dated January 30, 2020) Up to 2,650,000 Shares of Common Stock Issuable Upon the Exercise of Subscription Rights ? We are conducting a rights offering pursuant to which we are distributing to holders of our common stock, at no charge, non-transferable subscription right

TRINITY PLACE HOLDINGS INC. Subscription Rights to Purchase Shares of Common Stock Offered Pursuant to Subscription Rights Distributed to Stockholders of Trinity Place Holdings Inc.

Exhibit 99.2 TRINITY PLACE HOLDINGS INC. Subscription Rights to Purchase Shares of Common Stock Offered Pursuant to Subscription Rights Distributed to Stockholders of Trinity Place Holdings Inc. November 5, 2021 Dear Stockholder: This letter is being distributed by Trinity Place Holdings Inc. (the "Company") to all holders of record of shares of its common stock, par value $0.01 per share (the "Co

BENEFICIAL OWNER ELECTION FORM

Exhibit 99.5 BENEFICIAL OWNER ELECTION FORM The undersigned acknowledge(s) receipt of your letter and the enclosed materials relating to the grant of non-transferable rights (the "Rights") to purchase shares of common stock, par value $0.01 per share (the "Common Stock"), of Trinity Place Holdings Inc. (the "Company"). With respect to any instructions to exercise (or not to exercise) Rights, the u

TRINITY PLACE HOLDINGS INC. NOMINEE HOLDER CERTIFICATION

Exhibit 99.6 TRINITY PLACE HOLDINGS INC. NOMINEE HOLDER CERTIFICATION The undersigned, a broker, custodian bank, trustee, depositary or other nominee holder of non-transferable rights (the "Rights") to purchase shares of common stock, par value $0.01 per share ("Common Stock") of Trinity Place Holdings Inc. (the "Company") pursuant to the rights offering described and provided for in the prospectu

TRINITY PLACE HOLDINGS INC. Subscription Rights to Purchase Shares of Common Stock Offered Pursuant to Subscription Rights Distributed to Stockholders of Trinity Place Holdings Inc.

Exhibit 99.3 TRINITY PLACE HOLDINGS INC. Subscription Rights to Purchase Shares of Common Stock Offered Pursuant to Subscription Rights Distributed to Stockholders of Trinity Place Holdings Inc. November 5, 2021 To Securities Dealers, Commercial Banks Trust Companies and Other Nominees This letter is being distributed to securities dealers, commercial banks, trust companies and other nominees in c

INSTRUCTIONS AS TO USE OF TRINITY PLACE HOLDINGS INC. SUBSCRIPTION RIGHTS CERTIFICATES CONSULT THE INFORMATION AGENT, YOUR BANK OR YOUR BROKER AS TO ANY QUESTIONS

Exhibit 99.1 INSTRUCTIONS AS TO USE OF TRINITY PLACE HOLDINGS INC. SUBSCRIPTION RIGHTS CERTIFICATES CONSULT THE INFORMATION AGENT, YOUR BANK OR YOUR BROKER AS TO ANY QUESTIONS The following instructions relate to a rights offering (the "Rights Offering") by Trinity Place Holdings Inc., a Delaware corporation (the "Company"), to the holders of record (the "Recordholders") of its common stock, par v

Private Placement Agreement, by and among the Company and the investors identified on Schedule A therein, dated as of October 22, 2021 (including the form of Registration Rights Agreement) (incorporated by reference to Exhibit 10.6 of the Current Report on Form 8-K filed by us on October 25, 2021)

Exhibit 10.6 EXECUTION VERSION PRIVATE PLACEMENT AGREEMENT THIS PRIVATE PLACEMENT AGREEMENT (this ?Agreement?), dated as of October 22, 2021, is made by and between Trinity Place Holdings Inc., a Delaware corporation (the ?Company?) and the investors set forth on Schedule A (collectively, the ?Investors? and each, an ?Investor?). WHEREAS, the Company desires to issue and sell to the Investors, and

TPHS / Trinity Place Holdings Inc / MFP INVESTORS LLC - SCHEDULE 13D - AMENDMENT 6 Activist Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ?240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO ?240.13d-2(a). UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 6) TRINITY PLACE HOLDINGS INC. (Name of Issuer) Common Stock, Par Value $0.01 (Title of Class of Securities) 89656D101 (CUSIP

Amended and Restated Mezzanine Loan Agreement, dated as of October 22, 2021 by and among TPHGreenwich Subordinate Mezz LLC, as borrower, TPHGreenwich Mezz LLC, as additional pledger, TPHS Lender II LLC, as lender and TPHS Lender II LLC, as administrative agent (incorporated by reference to Exhibit 10.4 of the Current Report on Form 8-K filed by us on October 25, 2021).

Exhibit 10.4 EXECUTION VERSION CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH ?[***]?. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF DISCLOSED. Amended and Restated MEZZANINE LOAN AGREEMENT Among TPHGREENWICH SUBORDINATE MEZZ LLC, as Borrower and TPHGRE

Trinity Place Holdings Refinances 77 Greenwich Occupancy at the 90-unit luxury condominium has begun Company Closes Private Placement of Common Stock and Announces Key Dates for Rights Offering

Exhibit 99.1 CONTACT: Linda Flynn, (212) 235-2191 [email protected] Trinity Place Holdings Refinances 77 Greenwich Occupancy at the 90-unit luxury condominium has begun Company Closes Private Placement of Common Stock and Announces Key Dates for Rights Offering NEW YORK, NY (October 25, 2021). Trinity Place Holdings Inc. (NYSE American: TPHS) (the ?Company?) announced that it had entered into a

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): October 25, 2021 (October 22, 2021) Trinity Place Holdings Inc.

Guaranty of Payment and Completion, dated as of October 22, 2021, by TPHGreenwich Owner LLC, as borrower, and Trinity Place Holdings Inc., to and for the benefit of Macquarie PF Inc., as lender and administrative agent (incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K filed by us on October 25, 2021)

Exhibit 10.2 GUARANTY OF PAYMENT AND COMPLETION THIS GUARANTY OF PAYMENT AND COMPLETION (this ?Guaranty?) is dated as of October 22, 2021 by TPHGREENWICH OWNER LLC, a Delaware limited liability company with an address of 340 Madison Avenue, 3rd Floor, Suite 3C, New York, New York 10173, Attention: Steven Kahn (?Borrower?), and TRINITY PLACE HOLDINGS INC., a Delaware corporation with an address of

Master Loan Agreement, dated as of October 22, 2021 by and between TPHGreenwich Owner LLC, as borrower, and Macquarie PF Inc., as lender and administrative agent (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed by us on October 25, 2021)

Exhibit 10.1 EXECUTION VERSION CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH ?[***]?. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF DISCLOSED. MASTER LOAN AGREEMENT between TPHGREENWICH OWNER LLC, as Borrower and MACQUARIE PF INC., as Lender and Admini

Interest and Carry Guaranty, made as of October 22, 2021 by Trinity Place Holdings Inc. to Macquarie PF Inc. (incorporated by reference to Exhibit 10.3 of the Current Report on Form 8-K filed by us on October 25, 2021)

Exhibit 10.3 EXECUTION VERSION INTEREST AND CARRY GUARANTY THIS INTEREST AND CARRY GUARANTY (this ?Guaranty?) made as of the 22nd day of October, 2021 by TRINITY PLACE HOLDINGS INC., a Delaware corporation with an address of 340 Madison Avenue, 3rd Floor, Suite 3C, New York, New York 10173, Attention: Steven Kahn (?Guarantor?), to MACQUARIE PF INC., a Delaware corporation (?Lender? and to the exte

Amendment No. 3 to Credit Agreement, dated as of October 22, 2021, among Trinity Place Holdings Inc., as Borrower, each subsidiary of Borrower listed on the signature pages thereto, as a guarantor, the lenders party thereto, and Trimont Real Estate Advisors, LLC, as administrative agent (incorporated by reference to Exhibit 10.5 of the Form 8-K filed by us on October 25, 2021)

Exhibit 10.5 EXECUTION VERSION Amendment NO. 3 to credit agreement This AMENDMENT NO. 3 TO CREDIT AGREEMENT (this ?Amendment?) is entered into as of October 22, 2021, among TRINITY PLACE HOLDINGS INC., a Delaware corporation, as Borrower (the ?Borrower?), each Subsidiary of the Borrower listed on the signature pages hereto, as a Guarantor, THE LENDERS PARTY HERETO and TRIMONT REAL ESTATE ADVISORS,

Forbearance Agreement entered into on October 8, 2021, effective as of October 1, 2021, by and among TPHGreenwich Owner LLC, Trinity Place Holdings Inc., TPHGreenwich Mezz LLC and Massachusetts Mutual Life Insurance Company.

Exhibit 10.1 THIRD FORBEARANCE AGREEMENT This Third Forbearance Agreement (this ?Agreement?) is made as of October 1, 2021 (the ?Forbearance Effective Date?), by and among TPHGREENWICH OWNER LLC, a Delaware limited liability company (?Borrower?), trinity place holdings inc., a Delaware corporation (?Indemnitor?), TPHGREENWICH MEZZ LLC, a Delaware limited liability company (?Pledgor?), MASSACHUSETT

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): October 15, 2021 (October 7, 2021) Trinity Place Holdings Inc.

Forbearance Agreement entered into on October 8, 2021, effective as of October 1, 2021, by and among TPHGreenwich Subordinate Mezz LLC, Trinity Place Holdings Inc., TPHS Lender II LLC, as lender and as administrative agent for the benefit of Lender.

Exhibit 10.2 EXECUTION VERSION SECOND FORBEARANCE AGREEMENT This Forbearance Agreement (this ?Agreement?) is made as of October 1, 2021 (the ?Forbearance Effective Date?), by and among TPHGREENWICH SUBORDINATE MEZZ LLC, a Delaware limited liability company (?Borrower?), trinity place holdings inc., a Delaware corporation (?Indemnitor?), TPHS Lender II LLC, a Delaware limited liability company, as

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): September 28, 2021 (September 28, 2021) Trinity Place Holdings Inc.

CLOSINGS COMMENCE AT JOLIE AT 77 GREENWICH STREET

Exhibit 99.1 From: Trinity Place Holdings Contact: M18 Public Relations Gina Faridniya ? [email protected] CLOSINGS COMMENCE AT JOLIE AT 77 GREENWICH STREET New York, NY - September 28, 2021 ? Today, Trinity Place Holdings Inc. (NYSE American: TPHS), the New York-based real estate holding, investment and asset management company, announced the commencement of closings at Jolie, a boutique collection

At Market Issuance Sales Agreement by and among Trinity Place Holdings Inc. and B. Riley Securities, Inc. dated August 13, 2021

Exhibit 10.1 TRINITY PLACE HOLDINGS INC. Common Stock (par value $0.01 per share) At Market Issuance Sales Agreement August 13, 2021 B. Riley Securities, Inc. 299 Park Avenue, 21st Floor New York, NY 10171 Ladies and Gentlemen: Trinity Place Holdings Inc., a Delaware corporation (the ?Company?), confirms its agreement (this ?Agreement?) with B. Riley Securities, Inc. (the ?Agent?) as follows: 1. I

$10,000,000 Common Stock

Filed pursuant to Rule 424(b)(5) Registration No. 333-235276 PROSPECTUS SUPPLEMENT (To Prospectus dated January 30, 2020) $10,000,000 Common Stock Trinity Place Holdings Inc. has entered into an At Market Issuance Sales Agreement, or Sales Agreement, with B. Riley Securities, Inc., or B. Riley, dated August 13, 2021, relating to shares of our common stock that may be offered by this prospectus sup

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 13, 2021 (August 13, 2021) Trinity Place Holdings Inc.

Second Forbearance Agreement, made as of June 30, 2021, by and among TPHGreenwich Owner LLC, Trinity Place Holdings Inc., TPHGreenwich Mezz LLC, Massachusetts Mutual Life Insurance Company and solely for purposes of acknowledging paragraph 8 therein, TPHS Lender II LLC.

Exhibit 10.2 ? SECOND FORBEARANCE AGREEMENT ? This Second Forbearance Agreement (this ?Agreement?) is made as of June 30, 2021 (the ?Forbearance Effective Date?), by and among TPHGREENWICH OWNER LLC, a Delaware limited liability company (?Borrower?), TRINITY PLACE HOLDINGS INC., a Delaware corporation (?Indemnitor?), TPHGREENWICH MEZZ LLC, a Delaware limited liability company (?Pledgor?), MASSACHU

Forbearance Agreement, made as of June 30, 2021, by and among TPHGreenwich Subordinate Mezz LLC, Trinity Place Holdings Inc. and TPHS Lender II LLC, as lender and as administrative agent for the benefit of lender.

? Exhibit 10.3 ? EXECUTION VERSION ? FORBEARANCE AGREEMENT ? This Forbearance Agreement (this ?Agreement?) is made as of June 30, 2021 (the ?Forbearance Effective Date?), by and among TPHGREENWICH SUBORDINATE MEZZ LLC, a Delaware limited liability company (?Borrower?), TRINITY PLACE HOLDINGS INC., a Delaware corporation (?Indemnitor?), TPHS LENDER II LLC, a Delaware limited liability company, as l

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

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Trinity Place Holdings Inc. 2015 Stock Incentive Plan (as amended, effective April 23, 2021) (incorporated by reference to Exhibit 10.1 of the Form 8-K filed by us on July 2, 2021)*

Exhibit 10.1 TRINITY PLACE HOLDINGS INC. 2015 STOCK INCENTIVE PLAN (as amended, effective April 23, 2021) ARTICLE I General 1.1 Purpose The Trinity Place Holdings Inc. 2015 Stock Incentive Plan (the ?Plan?) is designed to provide certain key persons, on whose initiative and efforts the successful conduct of the business of Trinity Place Holdings Inc., a Delaware corporation (the ?Company?) depends

As filed with the Securities and Exchange Commission on July 2, 2021

As filed with the Securities and Exchange Commission on July 2, 2021 Registration No.

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 2, 2021 (June 29, 2021) Trinity Place Holdings Inc.

Trinity Place Holdings Inc. Provides Portfolio Update

Exhibit 99.1 FOR IMMEDIATE RELEASE CONTACT: Linda Flynn, (212) 235-2191 [email protected] Trinity Place Holdings Inc. Provides Portfolio Update NEW YORK, NY (June 28, 2021). Trinity Place Holdings Inc. (NYSE: TPHS) (the ?Company?) announced today that through a wholly owned subsidiary, it has refinanced its loan encumbering 237 11th Street, Brooklyn, NY. The new $60.0 million loan, provided by

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): June 28, 2021 (June 28, 2021) Trinity Place Holdings Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

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- DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy Statement x Definitive Additional Materials ? Soliciting Material under ?240.

our definitive proxy statement on Schedule 14A, filed on April 30, 2021

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549? ? SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934? ? Filed by the Registrant ? ? Filed by a Party other than the Registrant ? ? Check the appropriate box: ? Preliminary Proxy Statement ? ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? ? Definitive Proxy Statement ? ? Definitive Additional Materials ? ? Soliciting Material under ?240.

Annual Report - 10-K

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

First Amendment to Master Loan Agreement between TPHGreenwich Owner LLC and Massachusetts Mutual Life Insurance Company, dated as of December 22, 2020**

Exhibit 10.18 ? Mortgage Loan No.: 17602 ? ? FIRST AMENDMENT TO MASTER LOAN AGREEMENT ? THIS FIRST AMENDMENT TO MASTER LOAN AGREEMENT (this ?Amendment?) is entered into as of December 22, 2020 (the ?Amendment Date?) by and between TPHGREENWICH OWNER LLC, a Delaware limited liability company (?Borrower?) and MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY a Massachusetts corporation (?Lender? and, to t

Mezzanine Loan Agreement, among TPHGreenwich Subordinate Mezz LLC, as borrower, and TPHS Lender II LLC and each other lender from time to time party thereto, as lender, and TPHS Lender II LLC, as administrative agent, dated as of December 22, 2020**

? Exhibit 10.24 ? MEZZANINE LOAN AGREEMENT Among TPHGREENWICH SUBORDINATE MEZZ LLC, as Borrower ? and TPHS LENDER II LLC and EACH OTHER LENDER FROM TIME TO TIME PARTY HERETO, individually and/or collectively, as the context may require, as Lender ? and ? TPHS LENDER II LLC, as Administrative Agent ? Dated as of December 22, 2020 ? Relating to Property Located at: ? 77 Greenwich Street (also known

Amendment to Warrant Agreement, dated as of December 22, 2020, between Trinity Place Holdings Inc. and TPHS Lender LLC (incorporated by reference to Exhibit 10.21 of the Annual Report on Form 10-K filed by us on March 31, 2021)

Exhibit 10.21 ? Execution Version ? ? AMENDMENT TO WARRANT AGREEMENT ? December 22, 2020 ? This Amendment (the ?Amendment?) to that certain Warrant Agreement, dated December 19, 2019 (the ?Agreement?), between Trinity Place Holdings Inc., a Delaware corporation (together with its successors and assigns, the ?Company?) and TPHS Lender LLC (together with its successors and assigns, the ?Purchaser?)

List of Subsidiaries**

Exhibit 21.1 ? LIST OF SUBSIDIARIES ? 470 4th Avenue Fee Owner LLC (DE) 470 4th Avenue Owner LLC (DE) Filene?s Basement, LLC (DE) TPH 223 N 8th Investor LLC (DE) TPH 250 N 10 Investor LLC (DE) TPH 470 4th Avenue Investor LLC (DE) TPH Forest Hill LLC (DE) TPH IP LLC (DE) TPH Merrick LLC (DE) TPH Route 17 LLC (DE) TPHGreenwich Holdings LLC (DE) TPHGreenwich Owner LLC (DE) TPHGreenwich Mezz LLC (DE)

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 12, 2021 (March 11, 2021) Trinity Place Holdings Inc.

LOWER MANHATTAN’S SOARING 77 GREENWICH STREET ACHIEVES SIGNIFICANT CONSTRUCTION MILESTONE Unique Mixed-Use Project Also Awarded Highest Honor From New York Landmarks Conservancy

Exhibit 99.1 From: Trinity Place Holdings Contact: M18 Public Relations Gina Faridniya ? [email protected] LOWER MANHATTAN?S SOARING 77 GREENWICH STREET ACHIEVES SIGNIFICANT CONSTRUCTION MILESTONE Unique Mixed-Use Project Also Awarded Highest Honor From New York Landmarks Conservancy New York, NY ? March 11, 2021 ? Trinity Place Holdings Inc. (NYSE: TPHS), the New York-based real estate holding, inve

Entry into a Material Definitive Agreement - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): December 23, 2020 (December 22, 2020) Trinity Place Holdings Inc.

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): June 30, 2020 (June 25, 2020) Trinity Place Holdings Inc.

Trinity Place Holdings Inc. Announces Loan Extension and Modification and 77 Greenwich Update

Exhibit 99.1 FOR IMMEDIATE RELEASE CONTACT: Linda Flynn, (212) 235-2191 [email protected] Trinity Place Holdings Inc. Announces Loan Extension and Modification and 77 Greenwich Update NEW YORK, NY (June 11, 2020). Trinity Place Holdings Inc. (NYSE: TPHS) (the “Company”) announced today that through a wholly owned subsidiary, it has extended and modified its loan encumbering 237 11th Street, Bro

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): June 11, 2020 (June 11, 2020) Trinity Place Holdings Inc.

- DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy Statement x Definitive Additional Materials ¨ Soliciting Material under §240.

Quarterly Report - FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-08546 TRINITY PL

- DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy Statement x Definitive Additional Materials ¨ Soliciting Material Pursuant to §240.

- FORM DEF 14A

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☑ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☑ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material under §240.

Trinity Place Holdings Closes Sale of Commercial Condominium to the New York City School Construction Authority 77 Greenwich achieves an important milestone

Exhibit 99.1 FOR IMMEDIATE RELEASE CONTACT: Linda Flynn, (212) 235-2191 [email protected] Trinity Place Holdings Closes Sale of Commercial Condominium to the New York City School Construction Authority 77 Greenwich achieves an important milestone NEW YORK, NY (April 8, 2020). Trinity Place Holdings Inc. (NYSE: TPHS) (the “Company”) announced today that it conveyed a commercial condominium unit

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 8, 2020 (April 6, 2020) Trinity Place Holdings Inc.

NYSE American: TPHS Q1 Market Update & Recent Activity March 2020

Exhibit 99.1 NYSE American: TPHS Q1 Market Update & Recent Activity March 2020 DISCLAIMER Forward Looking Statements Certain statements in this presentation and that may be made in meetings contain forward - looking statements. All statements incl uded in this presentation, other than statements of historical fact, that address activities, events or developments that we believe or anticipate will

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 24, 2020 (March 24, 2020) Trinity Place Holdings Inc.

TPHS / Trinity Place Holdings Inc. 10-K - Annual Report - FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark one) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-08546 TRINITY PLACE HOL

List of Subsidiaries

Exhibit 21.1 LIST OF SUBSIDIARIES 470 4th Avenue Fee Owner LLC (DE) 470 4th Avenue Owner LLC (DE) Filene’s Basement, LLC (DE) TPH 223 N 8th Investor LLC (DE) TPH 250 N 10 Investor LLC (DE) TPH 470 4th Avenue Investor LLC (DE) TPH Forest Hill LLC (DE) TPH IP LLC (DE) TPH Merrick LLC (DE) TPH Route 17 LLC (DE) TPHGreenwich Holdings LLC (DE) TPHGreenwich Owner LLC (DE)

Description of Trinity Place Holdings Inc. Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 4.2 of the Form 10-K filed by us on March 13, 2020)

Exhibit 4.2 DESCRIPTION OF TRINITY PLACE HOLDINGS INC. SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 DESCRIPTION OF COMMON STOCK General As of the date of this filing, our authorized capital stock consists of 79,999,997 shares of common stock with par value of $.01 per share, two shares of a class of preferred stock (which were redeemed in accordance with thei

TPHS / Trinity Place Holdings Inc. / THIRD AVENUE MANAGEMENT LLC - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2) Trinity Place Holdings Inc. (Name of Issuer) Common Stock, Par Value $0.01 (Title of Class of Securities) 89656D101 (CUSIP Number) Third Avenue Management LLC Attn: Mark Aaron 622 Third Avenue, 32nd Floor New York, NY 10017 (212) 888-5222 (Name, Address a

TPHS / Trinity Place Holdings Inc. / Horse Island Partners, LLC - FORM SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* TRINITY PLACE HOLDINGS INC. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 89656D101 (CUSIP Number) December 31, 2019 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate

TPHS / Trinity Place Holdings Inc. CORRESP - -

Trinity Place Holdings Inc. 340 Madison Avenue New York, New York 10173 January 28, 2020 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549 Re: Trinity Place Holdings Inc. Registration Statement on Form S-3 File No. 333-235276 Ladies and Gentlemen: Pursuant to Rule 461 of Regulation C promulgated under the Securities Act

TPHS / Trinity Place Holdings Inc. CORRESP - -

John Bessonette Partner T 212.715.9182 F 212.715.8044 [email protected] 1177 Avenue of the Americas New York, NY 10036 T 212.715.9100 F 212.715.8000 January 17, 2020 VIA EDGAR Jonathan Burr United States Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, N.E. Washington, D.C. 20549 Re: Trinity Place Holdings Inc. Registra

TPHS / Trinity Place Holdings Inc. S-3/A - - S-3/A

As filed with the Securities and Exchange Commission on January 17, 2020 Registration No.

Letter Agreement, dated as of December 19, 2019, between Trinity Place Holdings Inc. and TPHS Lender LLC (incorporated by reference to Exhibit 10.4 of the Current Report on Form 8-K filed by us on December 20, 2019)

Exhibit 10.4 Execution Version LETTER AGREEMENT Dated as of December 19, 2019 TPHS Lender LLC 520 Madison Avenue, 30th Floor New York, New York 10022 Re: Rights of the Registered Holders of Warrants To Whom it May Concern: Reference is hereby made to (1) that certain Warrant Agreement, dated as of the date hereof (as it may from time to time be amended or supplemented, the “Warrant Agreement”), be

Trinity Place Holdings Inc. Announces $70 Million Strategic Investment Board Authorizes Stock Repurchase Program

Exhibit 99.1 FOR IMMEDIATE RELEASE CONTACT: Linda Flynn, (212) 235-2191 [email protected] Trinity Place Holdings Inc. Announces $70 Million Strategic Investment Board Authorizes Stock Repurchase Program NEW YORK, NY (December 20, 2019). Trinity Place Holdings Inc. (the “Company” or “TPHS”) (NYSE American: TPHS) announced today a strategic investment by a global institutional investment manageme

Registration Rights Agreement, dated as of December 19, 2019, by and between Trinity Place Holdings Inc. and the investors set forth on Schedule A thereof (incorporated by reference to Exhibit 10.3 of the Current Report on Form 8-K filed by us on December 20, 2019)

Exhibit 10.3 EXECUTION VERSION REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (“Agreement”), dated as of December 19, 2019, is made by and between Trinity Place Holdings Inc., a Delaware corporation (the “Company”) and the investors set forth on Schedule A hereof (collectively, the “Investors” and each, an “Investor”). W I T N E S S E T H WHEREAS, the Company has entered into tha

Warrant Agreement, dated as of December 19, 2019, among Trinity Place Holdings Inc. and TPHS Lender LLC. (incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K filed by us on December 20, 2019)

Exhibit 10.2 Execution Version Trinity Place Holdings Inc. Warrant Agreement Dated as of December 19, 2019 Warrants to Purchase Shares of Common Stock This WARRANT AGREEMENT (this “Agreement”), dated as of the date first written above, among Trinity Place Holdings Inc., a Delaware corporation (together with its successors and assigns, the “Company”) and TPHS Lender LLC (together with its successor

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): December 20, 2019 (December 19, 2019) Trinity Place Holdings Inc.

Credit Agreement, dated as of December 19, 2019, among Trinity Place Holdings Inc., as Borrower, certain subsidiaries of Trinity Place Holdings Inc., from time to time party thereto, as Guarantors, the initial lenders named therein, as Initial Lenders, and Trimont Real Estate Advisors, LLC, as administrative agent (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed by us on December 20, 2019)

Exhibit 10.1 EXECUTION VERSION CREDIT AGREEMENT Dated as of December 19, 2019 among TRINITY PLACE HOLDINGS INC., as Borrower, CERTAIN SUBSIDIARIES OF TRINITY PLACE HOLDINGS INC. FROM TIME TO TIME PARTY HERETO, as Guarantors, THE INITIAL LENDERS NAMED HEREIN, as Initial Lenders, and TRIMONT REAL ESTATE ADVISORS, LLC, as Administrative Agent Table of Contents Page ARTICLE I DEFINITIONS AND ACCOUNTIN

TPHS / Trinity Place Holdings Inc. TEXT-EXTRACT - -

December 9, 2019 Steven Kahn Chief Financial Officer Trinity Place Holdings Inc. 340 Madison Avenue New York, NY 10173 Re: Trinity Place Holdings Inc. Registration Statement on Form S-3 Filed November 26, 2019 File No. 333-235276 Dear Mr. Kahn: We have limited our review of your registration statement to those issues we have addressed in our comments. In some of our comments, we may ask you to pro

LETTER

December 9, 2019 Steven Kahn Chief Financial Officer Trinity Place Holdings Inc. 340 Madison Avenue New York, NY 10173 Re: Trinity Place Holdings Inc. Registration Statement on Form S-3 Filed November 26, 2019 File No. 333-235276 Dear Mr. Kahn: We have limited our review of your registration statement to those issues we have addressed in our comments. In some of our comments, we may ask you to pro

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): December 2, 2019 (November 27, 2019) Trinity Place Holdings Inc.

Trinity Place Holdings Announces Sale of the Shoppes of Forest Hill in Palm Beach County, Florida

Exhibit 99.1 FOR IMMEDIATE RELEASE CONTACT: Linda Flynn, (212) 235-2191 [email protected] Trinity Place Holdings Announces Sale of the Shoppes of Forest Hill in Palm Beach County, Florida NEW YORK, NY and MIAMI, FL (November 27, 2019). Trinity Place Holdings Inc. (NYSE: TPHS) (the “Company”) announced today that it has closed on the sale of the Shoppes of Forest Hill Neighborhood Shopping Cente

Trinity Place Holdings and TF Cornerstone to Acquire Luxury Brooklyn Apartment Building Williamsburg Residential Property Under Contract

Exhibit 99.1 FOR IMMEDIATE RELEASE CONTACT: Linda Flynn, (212) 235-2191 [email protected] Trinity Place Holdings and TF Cornerstone to Acquire Luxury Brooklyn Apartment Building Williamsburg Residential Property Under Contract NEW YORK, NY (December 3, 2019). Trinity Place Holdings, Inc. (NYSE: TPHS) announced today that a joint venture between TF Cornerstone and Trinity has signed a contract t

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): December 3, 2019 (December 3, 2019) Trinity Place Holdings Inc.

Form S-3

As filed with the Securities and Exchange Commission on November 26, 2019 Registration No.

Form of Indenture between us and one or more trustees to be named therein

Exhibit 4.4 Form of Indenture TRINITY PLACE HOLDINGS INC. and INDENTURE Dated as of , TABLE OF CONTENTS ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.01 Definitions 1 Section 1.02 Other Definitions 4 Section 1.03 Incorporation by Reference of Trust Indenture Act 4 Section 1.04 Rules of Construction 4 ARTICLE II THE SECURITIES 5 Section 2.01 Issuable in Series 5 Section 2.02 Esta

our Quarterly Report on Form 10-Q for the quarter ended September 30, 2019 filed on November 8, 2019

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2019 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-08546 TRINIT

our Quarterly Report on Form 10-Q for the quarter ended June 30, 2019, filed on August 7, 2019

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2019 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-08546 TRINITY PLA

TPHS / Trinity Place Holdings Inc. S-8 - - S-8

As filed with the Securities and Exchange Commission on June 21, 2019 Registration No.

Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 14, 2019 (June 13, 2019) Trinity Place Holdings Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-8546 Delaware 22-2465228 (State or other j

Amended and Restated Trinity Place Holdings Inc. 2015 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed by us on June 14, 2019)*

Exhibit 10.1 TRINITY PLACE HOLDINGS INC. 2015 STOCK INCENTIVE PLAN (as amended and restated, effective April 23, 2019) Article I General 1.1 Purpose The Trinity Place Holdings Inc. 2015 Stock Incentive Plan (the “Plan”) is designed to provide certain key persons, on whose initiative and efforts the successful conduct of the business of Trinity Place Holdings Inc., a Delaware corporation (the “Comp

TPHS / Trinity Place Holdings Inc. / MARCATO CAPITAL MANAGEMENT LP - SC 13 D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.

Stock Purchase Agreement

Stock Purchase Agreement This Stock Purchase Agreement (this “Agreement”) is made as of June 11, 2019, by and between Marcato Capital Management LP, a Delaware Limited Partnership, on behalf of Marcato International Master Fund Ltd.

Stock Purchase Agreement

Exhibit 2 Stock Purchase Agreement This Stock Purchase Agreement (this “Agreement”) is made as of June 11, 2019, by and between Marcato Capital Management LP, a Delaware Limited Partnership, on behalf of Marcato International Master Fund Ltd.

TPHS / Trinity Place Holdings Inc. / THIRD AVENUE MANAGEMENT LLC - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) Trinity Place Holdings Inc. (Name of Issuer) Common Stock, Par Value $0.01 (Title of Class of Securities) 89656D101 (CUSIP Number) Third Avenue Management LLC Attn: W. James Hall 622 Third Avenue, 32nd Floor New York, NY 10017 (212) 888-5222 (Name, Addres

TPHS / Trinity Place Holdings Inc. / PRICE MICHAEL F - SC 13D/A 5 FOR PRICE MICHAEL F Activist Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO §240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO §240.13d-2(a). UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 5) TRINITY PLACE HOLDINGS INC. (Name of Issuer) Common Stock, Par Value $0.01 (Title of Class of Securities) 89656D101 (CUSIP

Stock Purchase Agreement made as of June 11, 2019, by and between Marcato Capital Management LP, on behalf of Marcato International Master Fund Ltd., MFP and the purchasers therein

Stock Purchase Agreement This Stock Purchase Agreement (this “Agreement”) is made as of June 11, 2019, by and between Marcato Capital Management LP, a Delaware Limited Partnership, on behalf of Marcato International Master Fund Ltd.

our Quarterly Report on Form 10-Q for the quarter ended March 31, 2019, filed on May 8, 2019

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2019 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-08546 TRINITY PL

TPHS / Trinity Place Holdings Inc. DEFA14A DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant þ Filed by a Party other than the ¨ Registrant Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy Statement þ Definitive Additional Materials ¨ Soliciting Material Pursuant to §240.

our definitive proxy statement on Schedule 14A, filed on April 30, 2019

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☑ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☑ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material Pursuant to §240.

our Annual Report on Form 10-K for the year ended December 31, 2018, filed on March 18, 2019;

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark one) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-08546 TRINITY PLACE HOL

List of Subsidiaries

Exhibit 21.1 LIST OF SUBSIDIARIES 470 4th Avenue Fee Owner LLC (DE) 470 4th Avenue Owner LLC (DE) Filene’s Basement, LLC (DE) TPH 223 N 8th Investor LLC (DE) TPH 470 4th Avenue Investor LLC (DE) TPH Forest Hill LLC (DE) TPH IP LLC (DE) TPH Merrick LLC (DE) TPH Route 17 LLC (DE) TPHGreenwich Holdings LLC (DE) TPHGreenwich Owner LLC (DE)

TPHS / Trinity Place Holdings Inc. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2018 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-08546 TRINIT

TPHS / Trinity Place Holdings Inc. FORM 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2018 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-08546 TRINITY PLA

$10,802,000 Common Stock Craig-Hallum Capital Group TABLE OF CONTENTS Prospectus dated December 1, 2016 ABOUT THIS PROSPECTUS SUPPLEMENT SUMMARY OF THE OFFERING RISK FACTORS USE OF PROCEEDS PLAN OF DISTRIBUTION LEGAL MATTERS EXPERTS INCORPORATION BY

Filed pursuant to Rule 424(b)(5) Registration No. 333-214482 PROSPECTUS SUPPLEMENT (To Prospectus dated December 1, 2016) $10,802,000 Common Stock Trinity Place Holdings Inc. has entered into an amendment to the At The Market Offering Agreement, or the Amended Sales Agreement, with Craig-Hallum Capital Group LLC, or Craig-Hallum, relating to shares of our common stock that may be offered by this p

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 20, 2018 (June 14, 2018) Trinity Place Holdings Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-8546 Delaware 22-2465228 (State or other j

Amendment dated June 20, 2018 to the At the Market Offering Agreement by and among Trinity Place Holdings Inc. and Craig Hallum Capital Group LLC dated December 2, 2016 (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed by us on June 20, 2018)

Exhibit 10.1 June 20, 2018 STRICTLY CONFIDENTIAL Trinity Place Holdings Inc. 340 Madison Avenue, Suite 3C New York, New York 10173 Attention: Steven Kahn, Chief Financial Officer Dear Mr. Kahn: This letter (the “Amendment”) constitutes an agreement between Trinity Place Holdings Inc. (the “Company”) and Craig-Hallum Capital Group LLC (the “Manager”) to amend the At The Market Offering Agreement, d

Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 30, 2018 (May 24, 2018) TRINITY PLACE HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-8546 22-2465

Trinity Place Holdings Closes On New Luxury Mixed-Use Property Acquisition Furthers Multi-Family Acquisition Strategy

Exhibit 99.1 FOR IMMEDIATE RELEASE CONTACT: Linda Flynn, (212) 235-2191 [email protected] Trinity Place Holdings Closes On New Luxury Mixed-Use Property Acquisition Furthers Multi-Family Acquisition Strategy NEW YORK, NY (May 24, 2018) Trinity Place Holdings Inc. (NYSE: TPHS) announced today that it has closed on the previously announced acquisition of a newly built 105-unit, 12-story apartment

TPHS / Trinity Place Holdings Inc. FORM 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2018 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-08546 TRINITY PL

TPHS / Trinity Place Holdings Inc. DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy Statement x Definitive Additional Materials ¨ Soliciting Material Pursuant to §240.

TPHS / Trinity Place Holdings Inc. DEFINITIVE PROXY STATEMENT

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material Pursuant to §240.

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 25, 2018 (April 24, 2018) Trinity Place Holdings Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-8546 Delaware 22-2465228 (State or other

NYSE American: TPHS Corporate Presentation April 2018

Exhibit 99.2 NYSE American: TPHS Corporate Presentation April 2018 DISCLAIMER Trinity Place Holdings Inc. (NYSE American: TPHS) 2 Forward Looking Statement Certain statements in this presentation and that may be made in meetings contain forward - looking statements. All statements incl uded in this presentation, other than statements of historical fact, that address activities, events or developme