SEC Form SC 13D/A filed by Trinity Place Holdings Inc. (Amendment)

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2. GemCap Investment Funds plc, on behalf of Third Avenue Real Estate Value Fund

 

(x)

Amount beneficially owned: 389,954 shares of Common Stock

(y)

Percent of class: 1.06%

(z)

Number of Common Shares as to which TAM has:

(i)

Sole power to vote or direct the vote: 389,954

(ii)

Shared power to vote or direct the vote: 0

(iii)

Sole power to dispose or direct the disposition: 389,954

(iv)

Shared power to dispose or direct the disposition: 0

(c)          The table below lists all the transactions in the Issuer's Common Stock effected during the sixty days prior to the date set forth on the cover page. All transactions were made in the open market, except as indicated below.

On May 5, 2022, GemCap Investment Funds plc, on behalf of Third Avenue Real Estate Value Fund sold 900,000 shares at a price of $1.100 per share in private transactions with certain existing shareholders of the Issuer (the “May 2022 Private Sales”).  Of these shares, 750,000 settled regular way, and 150,000 were sold pursuant to stock purchase agreements.

(d)  No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such Issuer’s Common Stock other than the funds identified above.

(e)  Not applicable.

 

 

In connection with the May 2022 Private Sales, Third Avenue Management LLC, on behalf of  Gemcap Investment Funds (Ireland) LLC- Third Avenue Real Estate Value Fund, entered into stock purchase agreements, on customary terms, with the purchasers of 150,000 shares.  Under the terms of these stock purchase agreements, the seller and the buyer made certain representations, including an acknowledgment that the parties may be in possession of information that they have not shared.  The purchasers of 750,000 shares, whose trades settled regular way, entered into so-called “big boy letters,” pursuant to which the parties made similar acknowledgements.

 

 

Exhibit 2 — Form of Stock Purchase Agreement, dated May 5,  2022.

 

Exhibit 3 — Form of “Big Boy” Letter, dated May 5,  2022.

 

SIGNATURES

 

After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this Statement is true, complete and correct.

 

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