SEC Form SC 13D/A filed by Trinity Place Holdings Inc. (Amendment)
$TPHS
Building operators
Real Estate
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO §240.13d-1(a) AND AMENDMENTS THERETO FILED
PURSUANT TO §240.13d-2(a).
TO §240.13d-1(a) AND AMENDMENTS THERETO FILED
PURSUANT TO §240.13d-2(a).
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 6)
TRINITY PLACE HOLDINGS INC.
(Name of Issuer)
(Name of Issuer)
Common Stock, Par Value $0.01
(Title of Class of Securities)
(Title of Class of Securities)
89656D101
(CUSIP Number)
(CUSIP Number)
TIMOTHY E. LADIN
MFP INVESTORS LLC
909 THIRD AVENUE, 33rd FLOOR
NEW YORK, NEW YORK 10022
(212) 752-7345
(Name, Address and Telephone Number of Person
Authorized to Receive Notices of Communication)
Authorized to Receive Notices of Communication)
October 22, 2021
(Date of Event Which Requires Filing of This Statement)
(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 §240.13d-7 for other parties to whom copies are
to be sent.
(Continued on following pages)
(Page 1 of 6 Pages)
* 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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CUSIP NO. 89656D101
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Schedule 13D
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1
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NAMES OF REPORTING PERSONS
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MFP Partners, L.P.(1)
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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(b) ⌧
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
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TO ITEM 2(d) or 2(e)
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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0
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BENEFICIALLY
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8
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SHARED VOTING POWER
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OWNED BY
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8,813,801(2)
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EACH REPORT-
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9
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SOLE DISPOSITIVE POWER
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ING
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0
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PERSON WITH
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10
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SHARED DISPOSITIVE POWER
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8,813,801(2)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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8,813,801(2)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
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CERTAIN SHARES
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⌧
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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25.2%
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14
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TYPE OF REPORTING PERSON
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PN
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(1) MFP Investors LLC is the general partner of MFP Partners, L.P. (“MFP”). Michael F. Price is the managing partner of MFP and the
managing member and controlling person of MFP Investors LLC.
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(2) The 8,813,801 shares of common stock, par value $0.01 per share (“Common Stock”), of Trinity Place Holdings Inc., a Delaware corporation, are held directly by MFP.
Due to their respective relationships with each other, each of the Reporting Persons (as defined herein) may be deemed to share voting and dispositive power with respect to the 8,813,801 shares of Common Stock reported herein. The ownership
percentage set forth above is based on 32,468,380 shares of Common Stock outstanding as set forth in the issuer’s most recent Form 10-Q and the Company’s issuance of 2,539,473 shares of Common Stock as reported herein.
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CUSIP NO. 89656D101
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Schedule 13D
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Page 3 of 6
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1
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NAMES OF REPORTING PERSONS
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MFP Investors LLC(1)
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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(b) ⌧
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
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TO ITEM 2(d) or 2(e)
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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0
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BENEFICIALLY
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8
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SHARED VOTING POWER
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OWNED BY
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8,813,801(2)
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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0
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PERSON WITH
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10
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SHARED DISPOSITIVE POWER
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8,813,801(2)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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8,813,801(2)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
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CERTAIN SHARES
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⌧
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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25.2%
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14
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TYPE OF REPORTING PERSON
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OO
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(1) MFP Investors LLC is the general partner of MFP Partners, L.P. (“MFP”). Michael F. Price is the managing partner of MFP and the
managing member and controlling person of MFP Investors LLC.
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(2) The 8,813,801 shares of common stock, par value $0.01 per share (“Common Stock”), of Trinity Place Holdings Inc., a Delaware corporation, are held directly by MFP.
Due to their respective relationships with each other, each of the Reporting Persons (as defined herein) may be deemed to share voting and dispositive power with respect to the 8,813,801 shares of Common Stock reported herein. The ownership
percentage set forth above is based on 32,468,380 shares of Common Stock outstanding as set forth in the issuer’s most recent Form 10-Q and the Company’s issuance of 2,539,473 shares of Common Stock as reported herein.
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CUSIP NO. 89656D101
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Schedule 13D
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Page 4 of 6
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1
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NAMES OF REPORTING PERSONS
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Michael F. Price(1)
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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(b) ⌧
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
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TO ITEM 2(d) or 2(e)
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States of America
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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0
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BENEFICIALLY
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8
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SHARED VOTING POWER
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OWNED BY
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8,813,801(2)
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EACH REPORT-
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9
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SOLE DISPOSITIVE POWER
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ING
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0
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PERSON WITH
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10
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SHARED DISPOSITIVE POWER
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8,813,801(2)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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8,813,801(2)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
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CERTAIN SHARES
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⌧
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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25.2%
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14
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TYPE OF REPORTING PERSON
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IN
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(1) MFP Investors LLC is the general partner of MFP Partners, L.P. (“MFP”). Michael F. Price is the managing partner of MFP and the
managing member and controlling person of MFP Investors LLC.
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(2) The 8,813,801 shares of common stock, par value $0.01 per share (“Common Stock”), of Trinity Place Holdings Inc., a Delaware corporation, are held directly by MFP.
Due to their respective relationships with each other, each of the Reporting Persons (as defined herein) may be deemed to share voting and dispositive power with respect to the 8,813,801 shares of Common Stock reported herein. The ownership
percentage set forth above is based on 32,468,380 shares of Common Stock outstanding as set forth in the issuer’s most recent Form 10-Q and the Company’s issuance of 2,539,473 shares of Common Stock as reported herein.
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CUSIP NO. 89656D101
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Schedule 13D
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Page 5 of 6
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Explanatory Note
Pursuant to Rule 13d-2 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), this Amendment No. 6 to Schedule 13D (this “Amendment No. 6”) amends and supplements the Schedule 13D originally filed with
the United States Securities and Exchange Commission (the “SEC”) dated April 11, 2013 (the “Original Schedule 13D”), as amended by Amendment No. 1 on December
8, 2015 (the “Amendment No. 1”), Amendment No. 2 on February 14, 2017 (the “Amendment No. 2”), Amendment No. 3 on April 7, 2017 (the “Amendment No. 3”), Amendment No. 4 on February 20, 2018 (the “Amendment No. 4”) and Amendment No. 5 on (the “Amendment No. 5”). The Original Schedule 13D,
Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5 and this Amendment No. 6 are together referred to herein as the “Schedule 13D”.
This Amendment No. 6 relates to the common stock, par value $0.01 per share (the “Common Stock”), of Trinity Place Holdings Inc., a Delaware corporation (“Trinity” or the “Company”), owned by the Reporting Persons. Except
as specifically amended by Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5 and this Amendment No. 6, items in the Schedule 13D are unchanged. Capitalized terms used herein that are not defined herein have the
meanings ascribed to them in the Schedule 13D.
Item 3. Sources and Amount of Funds or Other Consideration
Item 3 of the Schedule 13D is hereby amended and supplemented by adding the following paragraph after the third paragraph of
Item 3:
“On October 22, 2021, MFP purchased 2,105,263 shares of Common Stock from
the Company, pursuant to a Private Placement Agreement dated October 22, 2021 (the “2021 Private Placement Agreement”), by and
between the Company, MFP and the other investor set forth on Schedule A thereto (the “2021 Investors”), at a price of $1.90 per share. The source of funds for
the acquisition of the shares of Common Stock by MFP pursuant to the 2021 Private Placement Agreement was working capital. The Company entered into a registration rights agreement with the 2021 Investors, the form of
which is attached as an exhibit to the 2021 Private Placement Agreement, pursuant to which the Company is required to file, within a specified time period, a shelf registration statement registering offers and sales of the shares of Common Stock
acquired by the Investors pursuant to the 2021 Private Placement Agreement.”
Item 3 of the Schedule 13D is hereby amended and supplemented by adding the following paragraph at the end of Item 3:
“The foregoing references to and descriptions of the 2021 Private Placement Agreement and registration rights
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 Private Placement Agreement and
registration rights agreement which is attached as Exhibit 6 and is incorporated herein by reference.”
Item 5. Interest in Securities of the Issuer
Item 5 of the Schedule 13D is hereby amended by replacing sections (a) and (b) of Item 5 with the following:
“(a) MFP directly owns 8,813,801 shares of Common Stock, representing approximately 25.2% of the outstanding shares of Common Stock. The ownership percentage
set forth above is based on 32,468,380 shares of Common Stock outstanding as set forth in the issuer’s most recent Form 10-Q and the Company’s issuance of 2,539,473 shares of Common Stock as reported herein.
(b) Due to their respective relationships with MFP and each other, each of the Reporting Persons may be deemed to share voting and dispositive power with
respect to the 8,813,801 shares of Common Stock directly owned by MFP.”
Item 7. Material To Be Filed as Exhibits
Item 7 of the Schedule 13D is hereby amended and supplemented by adding the following:
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Exhibit 6
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Private Placement Agreement, by and among the Company and the investors identified on Schedule A therein, dated as of October 22, 2021 (filed as Exhibit 10.6 of the
Current Report on Form 8-K filed by the Company on October 25, 2021 and incorporated herein by reference)
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CUSIP NO. 89656D101
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Schedule 13D
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Page 6 of 6
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SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete
and correct.
Dated: October 25, 2021
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MFP Partners, L.P.,
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by its General Partner,
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MFP Investors LLC
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By:
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/s/ Michael F. Price
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Name:
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Michael F. Price
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Title:
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Managing Partner
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MFP Investors LLC
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By:
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Michael F. Price
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Name:
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Michael F. Price
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Title:
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Managing Member
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/s/ Michael F. Price
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Michael F. Price
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CUSIP NO. 89656D101
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Schedule 13D
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INDEX OF EXHIBITS
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Exhibit 1
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Joint Filing Agreement, dated as of April 17, 2013, by and among MFP Partners, L.P., MFP Investors LLC and Michael F. Price*
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Exhibit 2
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Investment Agreement, by and among MFP Partners, L.P. and Trinity Place Holdings Inc. (including the form of Registration Rights Agreement), dated as of September 11, 2015
(filed as Exhibit 10.1 of the Current Report on Form 8-K filed by the Company on September 15, 2015 and incorporated herein by reference)*
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Exhibit 3
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Private Placement Agreement, by and among the Company and the investors identified on Schedule A therein, dated as of February 14, 2017 (filed as Exhibit 10.1 of the
Current Report on Form 8-K filed by the Company on February 17, 2017 and incorporated herein by reference)*
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Exhibit 4
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Agreement made as of February 14, 2017, by and between MFP and DS Fund I LLC*
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Exhibit 5
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Stock Purchase Agreement made as of October 25, 2021, by and between Marcato Capital Management LP, on behalf of Marcato International
Master Fund Ltd., MFP and the purchasers named therein*
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Exhibit 6
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Private Placement Agreement, by and among the Company and the investors identified on Schedule A therein, dated as of October 22, 2021 (filed as Exhibit 10.6 of the
Current Report on Form 8-K filed by the Company on October 25, 2021 and incorporated herein by reference)
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* Filed previously