Edgar Filing: Trinity Place Holdings Inc.

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â MFP PARTNERS LP

2. Date of Event Requiring Statement (Month/Day/Year)
12/08/2015

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

(Last)

(First)

(Middle)

C/O MFP INVESTORS LLC,Â 667 MADISON AVENUE, 25TH FLOOR

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

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	__X__ Other (specify below)
See remarks below

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

(Street)

NEW YORK,Â NYÂ 10065

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.01 per share	2,920,577	D ⁽¹⁾ ⁽²⁾ ⁽³⁾	Â

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
MFP PARTNERS LP C/O MFP INVESTORS LLC 667 MADISON AVENUE, 25TH FLOOR NEW YORK,Â NYÂ 10065	Â	Â X	Â	See remarks below
MFP INVESTORS LLC 667 MADISON AVENUE, 25TH FLOOR NEW YORK,Â NYÂ 10065	Â	Â X	Â	See remarks below
PRICE MICHAEL F C/O MFP INVESTORS LLC 667 MADISON AVENUE, 25TH FLOOR NEW YORK,Â NYÂ 10065	Â	Â X	Â	See remarks below

Signatures

MFP PARTNERS, L.P.; By: MFP INVESTORS LLC; By: /s/ Michael F. Price; Name: Michael F. Price; Title: Managing Member		12/11/2015
^**Signature of Reporting Person		Date
MFP INVESTORS LLC; By: /s/ Michael F. Price; Name: Michael F. Price; Title: Managing Member		12/11/2015
^**Signature of Reporting Person		Date
/s/ Michael F. Price; Name: Michael F. Price		12/11/2015
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	This report is filed jointly by MFP Partners, L.P. ("MFP Partners"), MFP Investors LLC ("MFP Investors") and Michael F. Price (each, a "Reporting Person" and, collectively, the "Reporting Persons") in connection with their respective direct and indirect relationships with Trinity Place Holdings Inc. (the "Company").
(2)	MFP Investors is the general partner of MFP Partners. Mr. Price is the managing partner of MFP Partners and the managing member and controlling person of MFP Investors.
(3)	MFP Partners is the direct beneficial owner of 2,920,577 shares of common stock of the Company ("Common Shares"). Each Reporting Person other than MFP Partners may be deemed to be the indirect beneficial owner of 2,920,577 Common Shares; however, each such Reporting Person disclaims beneficial ownership of such Common Shares except to the extent of such Reporting Person's pecuniary interest therein, and this report shall not be deemed an admission that any of these Reporting Persons is the beneficial owner of the Common Shares described herein for purposes of Section 16 of the Securities Exchange Act of 1934 or for any other purpose.
Â Remarks: Mr.Â AlexanderÂ C.Â MatinaÂ (ViceÂ President,Â InvestmentsÂ atÂ MFPÂ Investors),Â servesÂ asÂ aÂ memberÂ ofÂ theÂ boardÂ ofÂ directorsÂ ofÂ theÂ CompanyÂ asÂ aÂ nomineeÂ ofÂ MFP.Â Â EachÂ ofÂ MFPÂ Partners,Â MFPÂ InvestorsÂ andÂ Mr.Â PriceÂ mayÂ beÂ deemedÂ aÂ directorÂ ofÂ theÂ CompanyÂ byÂ deputizationÂ onÂ theÂ basisÂ ofÂ theÂ relationshipsÂ amongÂ suchÂ personsÂ andÂ Mr.Â Matina.

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