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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1. Name and Address of Reporting Person *   MARCATO CAPITAL MANAGEMENT LLC 2. Date of Event Requiring Statement (Month/Day/Year) 09/14/2012 3. Issuer Name and Ticker or Trading Symbol Trinity Place Holdings Inc [TPHS] (Last) (First) (Middle) ONE MONTGOMERY STREET, SUITE 3250 4. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) 5. If Amendment, Date Original Filed(Month/Day/Year) (Street) SAN FRANCISCO, CA 94104 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, $0.05 par value per share 4,645,287 I See Footnote (1)

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
Participation Interest	  (2)	  (2)	Common Stock, $0.05 par value per share	71,184	$ (2)	I	See footnote (1)

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
MARCATO CAPITAL MANAGEMENT LLC ONE MONTGOMERY STREET SUITE 3250 SAN FRANCISCO, CA 94104	Â	  X	Â	Â
McGuire Richard C/O MARCATO CAPITAL MANAGEMENT LLC ONE MONTGOMERY STREET, SUITE 3250 SAN FRANCISCO, CA 94104	Â	  X	Â	Â
Marcato International Ltd. C/O MARCATO CAPITAL MANAGEMENT LLC ONE MONTGOMERY STREET, SUITE 3250 SAN FRANCISCO, CA 94104	Â	  X	Â	Â

Signatures

Marcato Capital Management LLC; By: /s/ Richard McGuire III; Richard McGuire III, Managing Member		09/24/2012
**Signature of Reporting Person		Date
Richard McGuire III; /s/ Richard McGuire III		09/24/2012
**Signature of Reporting Person		Date
Marcato International Ltd.; By: /s/ Richard McGuire III; Director		09/24/2012
**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)	The securities are held in the account of Marcato International Master Fund Ltd. and two other private investment funds (collectively, the "Funds") and may be deemed to be beneficially owned by (i) Marcato Capital Management LLC, the investment manager and general partner, if applicable, of the Funds, and (ii) Richard McGurie III, the managing member of Marcato Capital Management LLC. Each of Marcato Capital Management LLC and Richard McGuire III disclaims beneficial ownership of these reported securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that any such person is the beneficial owner of these securities for purposes of Section 16 of the U.S. Securities Exchange Act of 1934, as amended, or for any other purpose.
(2)	The reporting persons hold participating interests, whose return is tied to the value of the Issuer's Common Stock, $0.05 par value per share.

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