Chief Accounting Officer Pyontek Richard Guy converted options into 12,000 shares and covered exercise/tax liability with 5,472 shares, increasing direct ownership by 17% to 45,583 units (SEC Form 4)
$TPHS
Building operators
Real Estate
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
|||||||||||||||
| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
Trinity Place Holdings Inc. [ TPHS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 01/02/2025 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 01/02/2025 | M | 6,000 | A | (1) | 45,055 | D | |||
| Common Stock | 01/02/2025 | F | 2,736 | D | $0.07 | 42,319 | D | |||
| Common Stock | 01/02/2025 | M | 6,000 | A | (1) | 48,319 | D | |||
| Common Stock | 01/02/2025 | F | 2,736 | D | $0.07 | 45,583 | D | |||
|
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units | (1) | 01/02/2025 | M | 6,000 | (2) | (2) | Common Stock | 12,000 | $0 | 0 | D | ||||
| Restricted Stock Units | (1) | 01/02/2025 | M | 6,000 | (3) | (3) | Common Stock | 6,000 | $0 | 6,000 | D | ||||
| Explanation of Responses: |
| 1. Each restricted stock unit ("RSU") represents the right to receive one share of common stock of Trinity Place Holdings Inc. |
| 2. On January 3, 2023, the reporting person was granted 12,000 RSUs. 6,000 of the RSUs each vested on January 1, 2024 and 2025. The settlement of the RSUs that vested on January 1, 2025 occurred on January 2, 2025. |
| 3. On January 2, 2024, the reporting person was granted 12,000 RSUs. 6,000 of the RSUs vested on January 1, 2025 and 6,000 RSUs will vest on January 1, 2026, subject to the reporting person's continued employment on the vesting date. In the event the reporting person's employment is terminated by the Company without Cause (as defined in the reporting person's employment agreement), the remaining 6,000 RSUs that had not previously vested will immediately vest. The settlement of the vested RSUs occurred on January 2, 2025. |
| /s/ Richard Pyontek | 01/03/2025 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||