Sec Form 13D Filing - Marcato Capital Management LP filing for Trinity Place Holdings Inc. (TPHS) - 2019-06-13

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 7)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

This Amendment No. 7 supplements the information set forth in the Schedule 13D filed by the Reporting Persons with the United States Securities and Exchange Commission (the "SEC") on September 25, 2012, as amended from time to time (the "Schedule 13D"), relating to Common Stock, par value $0.01 per share (the "Shares"), of Trinity Place Holdings Inc., a Delaware corporation (the "Issuer"). All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D.

The information set forth in response to each separate Item below shall be deemed to be a response to all Items where such information is relevant.

Except as specifically amended by this Amendment No. 7, the Statement is unchanged.

Item 4 of the Schedule 13D is hereby supplementally amended as follows:

On June 11, 2019, Marcato Capital Management LP, on behalf of Marcato International Master Fund Ltd., sold 3,702,146 shares of Common Stock pursuant to a Stock Purchase Agreement (the “Agreement”) made as of June 11, 2019, at a price of $3.60 per share for a total sale price of $13,327,725.60.  The foregoing references to and descriptions of the Agreement and the transactions contemplated thereby do not purport to be complete and are subject to, and are qualified in their entirety by reference to, the full text of the Agreement which is attached as Exhibit C and is incorporated herein by reference.

Item 5 is hereby amended and restated in its entirety to read as follows:

(a) As of the date hereof, the Reporting Persons no longer beneficially own any securities of the Issuer.

(b) As of the date hereof, the Reporting Persons no longer beneficially own any securities of the Issuer.

(c) The transactions by the Reporting Persons in the securities of the Issuer during the past sixty days are set forth in Item 4 of this Amendment No. 7 and Exhibit C, which is incorporated herein by reference. Except as set forth in Item 4 of this Amendment No. 7 and Exhibit C, there have been no other transactions by the Reporting Persons in the securities of the Issuer in the past sixty days.

(d) Not applicable.

(e) Following the transactions as set forth in Item 4 of this Amendment No. 7 and Exhibit C, which is incorporated herein by reference, each of the Reporting Persons ceased to be a beneficial owner of more than five percent of the Shares.

Item 7 is hereby supplementally amended by adding a reference to the following exhibit:

Exhibit A:  Joint Filing Agreement (previously filed)

Exhibit B:  Schedule of Transactions in Shares (previously filed)

Exhibit C:  Stock Purchase Agreement

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: June 13, 2019