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

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 6)

Trinity Place Holdings Inc.

(Name of Issuer)

Common Stock, Par Value $0.01

(Title of Class of Securities)

89656D101

(CUSIP Number)

Third Avenue Management LLC

Attn: Michael A. Buono

675 Third Avenue, Suite 2900-05

New York, NY 10017

(212) 888-5222

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications) 

     March 18, 2024    

(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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box: ☐

Amendment No. 6

Schedule 13D

This Amendment No. 6 to the Statement on Schedule 13D (the “Schedule 13D”) relates to the common stock, par value $0.01 per share (the “Common Stock”), of Trinity Place Holdings Inc., a Delaware corporation (the “Issuer”), and is being filed by Third Avenue Asset Management LLC (“TAM”).

Explanatory Note This Amendment No. 6 is being filed solely to reflect a correction to the amount of outstanding shares issued by the Issuer and the percentage of Issuer’s shares owned by Third Avenue Real Estate Value Fund as reported in Amendment No. 5. No other changes are being reported by this Amendment No. 6.

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 to the Schedule 13D is amended and restated as follows:

The Third Avenue Real Estate Value Fund, sold 800,000 shares of Common Stock for a total of $210,158.29, upon orders of TAM acting as adviser.

Item 4. Purpose of Transaction.

The Third Avenue Real Estate Value Fund has adjusted its exposure to certain holdings within the Fund for portfolio management purposes, pursuant to which it has effected the sales of Common Stock reported in this amendment to the Schedule 13D.

Item 5. Interest in Securities of the Issuer.

Item 5 of the Schedule 13D is amended and restated as follows:

(a-b) The aggregate number and percentage of Common Stock to which the Schedule 13D relates is 4,109,472 shares of Common Stock, constituting approximately 6.44% of the Common Stock outstanding.¹ TAM has sole beneficial ownership of such shares. TAM is a registered investment adviser that acts as direct adviser to certain investment companies and other funds, and as an adviser to separately managed accounts, and advises the following fund accounts with respect to the Common Stock.

1. Third Avenue Trust, on behalf of Third Avenue Real Estate Value Fund

(x) Amount beneficially owned: 4,109,472 shares of Common Stock

(y) Percent of class: 6.44%

(z) Number of Common Shares as to which TAM has:

(i) Sole power to vote or direct the vote: 4,109,472

(ii) Shared power to vote or direct the vote: 0

(iii) Sole power to dispose or direct the disposition: 4,109,472

(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:

(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.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 is not applicable.

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.