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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

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SCHEDULE 13D

Under the Securities Exchange Act of 1934

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Trinity Place Holdings Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

89656D101

(CUSIP Number)

Richard T. McGuire III

Marcato Capital Management LP

Four Embarcadero Center

Suite 2100

San Francisco, CA 94111

(415) 796-6350

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 30, 2016

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-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 §240.13d-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 ("Act") 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). 

 

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This Amendment No. 3 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.

This Amendment No. 3 is being filed to update the beneficial ownership information in the Schedule 13D following an internal restructuring resulting in the transfer of the direct ownership of the Shares reported herein (the “Restructuring”). In connection with the Restructuring, (i) on December 30, 2016, (a) Marcato II, L.P. contributed all of its 70,698 Shares to Marcato, L.P., (b) Marcato, L.P. issued limited partner interests in exchange for such Shares and (c) Marcato II, L.P. distributed such interests to its limited partners in-kind and such limited partners became limited partners of Marcato, L.P. and (ii) on January 3, 2017, Marcato, L.P. contributed all of its 1,092,687 Shares (which Shares include all 70,698 Shares previously held by Marcato II, L.P.) to Marcato International Master Fund, Ltd., in exchange for shares of Marcato International Master Fund, Ltd.  As a result of the Restructuring, Marcato, L.P. and Marcato II, L.P. have ceased to beneficially own any Shares.  The Restructuring did not constitute a change in the number of Shares beneficially owned by either Marcato or Mr. McGuire.

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.  The Schedule 13D is hereby amended as follows:

Item 1.

Security and Issuer.

The address of the Issuer's principal executive offices is 717 Fifth Avenue, New York, NY, United States of America.  

Item 2.

Identity and Background.

(a), (f)	This Schedule 13D is being filed by Marcato Capital Management LP, a Delaware limited partnership ("Marcato"), Richard T. McGuire III, a United States citizen, Marcato, L.P., a Delaware limited partnership, Marcato II, L.P., a Delaware limited partnership, and Marcato International Master Fund, Ltd., a Cayman Islands exempted company.  Marcato, Mr. McGuire, Marcato, L.P., Marcato II, L.P. and Marcato International Master Fund, Ltd. are each a "Reporting Person" and are collectively referred to herein as the "Reporting Persons".
(b)	The principal business address for each of the Reporting Persons is Four Embarcadero Center, Suite 2100, San Francisco, CA 94111
(c)	Mr. McGuire is the managing partner of Marcato, the investment manager of Marcato, L.P., Marcato II, L.P. and Marcato International Master Fund, Ltd. Each of the Reporting Persons is engaged in the business of investment.
(d)	None of the Reporting Persons have, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	None of the Reporting Persons have, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

 

Item 3.

Source and Amount of Funds or Other Consideration.

Item 3 is hereby supplementally amended as follows:

The information contained in the explanatory note to this Amendment No. 3 is incorporated herein by reference.

Item 4.

Purpose of Transaction.

Item 4 is hereby supplementally amended as follows:

The information contained in the explanatory note to this Amendment No. 3 is incorporated herein by reference.

 

Item 5.

Interest in Securities of the Issuer.

The responses to Item 4 of this Schedule 13D are incorporated herein by reference.

(a)           As of the date hereof, (i) Marcato, Mr. McGuire and Marcato International Master Fund, Ltd. may each be deemed to be the beneficial owners of 4,529,870 Shares (the "Marcato Shares"), constituting approximately 17.8% of the Shares, based upon a total of 25,493,521 Shares outstanding as of November 7, 2016 (based on disclosure in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on November 7, 2016) and (ii) neither Marcato, L.P. nor Marcato II, L.P. may be deemed to be the beneficial owner of any Shares.

 

(c)           The information contained in the explanatory note to this Amendment No. 3 is incorporated herein by reference.

(d)           The limited partners of (or investors in) of Marcato International Master Fund, Ltd., or their respective subsidiaries or affiliated entities, for which Marcato or its affiliates acts as general partner and/or investment manager have the right to participate in the receipt of dividends from, or proceeds from the sale of, the Shares held for the accounts of their respective funds in accordance with their respective limited partnership interests (or investment percentages) in their respective funds.

 

(e)           As a result of the transactions described herein, Marcato, L.P. and Marcato II, L.P. have ceased to beneficially own any of the Issuer’s outstanding Shares.

 

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

 

Item 6 is hereby supplementally amended as follows:

The information contained in the explanatory note to this Amendment No. 3 is incorporated herein by reference.

Item 7.

Materials to be Filed as Exhibits.

Exhibit A:  Joint Filing Agreement (previously filed).

 

 

 

SIGNATURES

 

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.

Date: January 3, 2017		MARCATO CAPITAL MANAGEMENT LP*
		By:	Marcato Holdings LLC
		By:	/s/ Richard T. McGuire III
			Richard T. McGuire III
			Authorized Person
Date: January 3, 2017		RICHARD T. MCGUIRE III*
		By:	/s/ Richard T. McGuire III
Date: January 3, 2017		MARCATO, L.P.
		By:	MCM General Partner LLC, its General Partner
		By:	/s/ Richard T. McGuire III
			Richard T. McGuire III
			Authorized Person
Date: January 3, 2017		MARCATO II, L.P.
		By:	MCM General Partner LLC, its General Partner
		By:	/s/ Richard T. McGuire III
			Richard T. McGuire III
			Authorized Person
Date: January 3, 2017		MARCATO INTERNATIONAL MASTER FUND, LTD.
		By:	/s/ Richard T. McGuire III
			Richard T. McGuire III
			Director

*

This reporting person 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.

 

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