Sec Form 4 Filing - Messinger, Matthew @ Trinity Place Holdings Inc. - 2017-04-27

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 Messinger, Matthew 2. Issuer Name and Ticker or Trading Symbol Trinity Place Holdings Inc. [ TPHS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President and CEO (Last) (First) (Middle) 717 FIFTH AVENUE,, SUITE 1303 3. Date of Earliest Transaction (MM/DD/YY) 04/27/2017 (Street) NEW YORK, NY10022 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 04/27/2017 M 158,730 A 680,112 D Common Stock 04/27/2017 F 88,603 D $ 7.42 591,509 D Common Stock 04/27/2017 M 121,032 A 712,541 D Common Stock 04/27/2017 F 67,559 D $ 7.42 644,982 D Common Stock 04/27/2017 M 79,365 A 724,347 D Common Stock 04/27/2017 F 44,301 D $ 7.42 680,046 D Common Stock 04/27/2017 M 89,194 A 769,240 D Common Stock 04/27/2017 F 49,786 D $ 7.42 719,454 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 (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 Restricted Stock Units ( 1 ) 04/27/2017 M 158,730 ( 2 ) ( 2 ) Common Stock 158,730 $ 0 0 D Restricted Stock Units ( 1 ) 04/27/2017 M 121,032 ( 3 ) ( 3 ) Common Stock 121,032 $ 0 83,333 D Restricted Stock Units ( 1 ) 04/27/2017 M 79,365 ( 4 ) ( 4 ) Common Stock 79,365 $ 0 204,365 D Restricted Stock Units ( 1 ) 04/27/2017 M 89,194 ( 5 ) ( 5 ) Common Stock 89,194 $ 0 293,206 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Messinger, Matthew 717 FIFTH AVENUE, SUITE 1303 NEW YORK, NY10022 X President and CEO Signatures /s/ Richard Pyontek, as Attorney-in Fact for Matthew Messinger 05/01/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each restricted stock unit ("RSU") converts into one share of common stock of Trinity Place Holdings Inc. (the "Issuer"). ( 2 )On March 31, 2014, the reporting person was granted 476,190 RSUs. The RSUs vested in equal annual installments beginning March 31, 2015 and ending March 31, 2017. The settlement of the RSUs that vested on March 31, 2017 occurred on April 27, 2017. ( 3 )On March 31, 2014, the reporting person was granted 363,095 RSUs. The RSUs vest as follows: 125,000 shares vested in three equal annual installments beginning March 31, 2015 and ending March 31, 2017. The vested portion of the 125,000 shares will be distributed to the reporting person as follows: 41,667 shares will be distributed within 30 days after March 31, 2023, and the remaining shares will be distributed upon the earlier of (i) the second anniversary of the applicable vesting date and (ii) the reporting person's termination of employment for any reason (subject to the terms of the reporting person's employment agreement). The remaining 238,095 shares vested in three equal annual installments beginning March 31, 2015 and ending March 31, 2017. The settlement of the RSUs that vested on March 31, 2017 occurred on April 27, 2017. ( 4 )On April 27, 2015, the reporting person was granted 363,095 RSUs. The RSUs vest as follows: 125,000 shares vest in three equal annual installments beginning March 31, 2016 and ending March 31, 2018. The vested portion of the 125,000 shares will be distributed to the reporting person upon the earlier of (i) the second anniversary of the applicable vesting date and (ii) the reporting person's termination of employment for any reason (subject to the terms of the reporting person's employment agreement). The remaining 238,095 shares vest in three equal annual installments beginning March 31, 2016 and ending March 31, 2018. The settlement of the RSUs that vested on March 31, 2017 occurred on April 27, 2017. ( 5 )See Exhibit 99.1 to this Form 4 for explanation of note (5).

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).

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