Sec Form 4 Filing - MARCATO CAPITAL MANAGEMENT LP @ Trinity Place Holdings Inc. - 2018-05-10

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person MARCATO CAPITAL MANAGEMENT LP 2. Issuer Name and Ticker or Trading Symbol Trinity Place Holdings Inc. [ TPHS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) FOUR EMBARCADERO CENTER, SUITE 2100 3. Date of Earliest Transaction (MM/DD/YY) 05/10/2018 (Street) SAN FRANCISCO, CA94111 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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, $0.01 par value per share 05/10/2018 S 7,000 D $ 7.02 ( 1 ) 3,808,332 I See Footnote ( 2 ) Common Stock, $0.01 par value per share 05/11/2018 S 2,104 D $ 7 ( 3 ) 3,806,228 I See Footnote ( 2 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MARCATO CAPITAL MANAGEMENT LP FOUR EMBARCADERO CENTER SUITE 2100 SAN FRANCISCO, CA94111 X Marcato Holdings LLC FOUR EMBARCADERO CENTER SUITE 2100 SAN FRANCISCO, CA94111 X McGuire Richard C/O MARCATO CAPITAL MANAGEMENT LP FOUR EMBARCADERO, SUITE 2100 SAN FRANCISCO, CA94111 X Marcato International Master Fund, Ltd. INTERTRUST CORP SVCS (CAYMAN) LTD 190 ELGIN AVENUE GEORGE TOWN, GRAND CAYMAN, E9KY1-9007 X

Signatures Marcato Capital Management LP; By: Marcato Holdings LLC, its general partner, By: /s/ Richard McGuire III, its Managing Member 05/14/2018 Signature of Reporting Person Date Marcato Holdings LLC; By: /s/ Richard McGuire III, Managing Member 05/14/2018 Signature of Reporting Person Date Richard McGuire III; /s/ Richard McGuire III 05/14/2018 Signature of Reporting Person Date Marcato International Master Fund, Ltd.(+), By: /s/ Richard McGuire III, Director 05/14/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $7.01 to $7.04 per share, inclusive. The Reporting Persons undertake to provide to the staff of the Securities and Exchange Commission, the Issuer, or any security holder of the Issuer, upon request, full information regarding the number of shares purchased at each separate price. ( 2 )The securities are held in the account of Marcato International Master Fund, Ltd. (the "Fund") and may be deemed to be beneficially owned by (i) Marcato Capital Management LP, the investment manager of the Fund, (ii) Marcato Holdings LLC, by virtue of its role as the general partner of Marcato Capital Management LP, and (iii) Richard McGuire III, the managing partner of Marcato Capital Management LP and the managing member of its general partner, Marcato Holdings LLC. Each of Marcato Capital Management LP, Marcato Holdings LLC and Richard McGuire III 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. ( 3 )The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $6.98 to $7.00 per share, inclusive. The Reporting Persons undertake to provide to the staff of the Securities and Exchange Commission, the Issuer, or any security holder of the Issuer, upon request, full information regarding the number of shares purchased at each separate price.

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).

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