Sec Form 4 Filing - Messinger, Matthew @ Trinity Place Holdings Inc. - 2018-12-31

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) C/O TRINITY PLACE HOLDINGS INC., 340 MADISON AVENUE, SUITE 3C 3. Date of Earliest Transaction (MM/DD/YY) 12/31/2018 (Street) NEW YORK, NY10173 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

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 ) 12/31/2018 A 30,000 ( 2 ) ( 2 ) Common Stock 30,000 $ 0 30,000 D Restricted Stock Units ( 1 ) 01/03/2019 A 150,000 ( 3 ) ( 3 ) Common Stock 150,000 $ 0 150,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Messinger, Matthew C/O TRINITY PLACE HOLDINGS INC. 340 MADISON AVENUE, SUITE 3C NEW YORK, NY10173 X President and CEO Signatures /s/ Richard Pyontek, as Attorney-in Fact for Matthew Messinger 01/03/2019 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. ( 2 )The RSUs will vest as follows: 10,000 of the RSUs will vest on each of December 31, 2019, 2020 and 2021, subject to the reporting person's continued employment on the applicable vesting dates; provided that all of the RSUs will automatically vest in the event of a termination of the reporting person's employment without cause or his resignation for good reason, and 10,000 of the RSUs will automatically vest upon a termination of the reporting person's employment due to death or disability. One share of common stock will be distributed to the reporting person with respect to each vested RSU during the thirty (30) day period following December 31, 2021 or, if earlier, upon the reporting person's termination of employment for any reason (or six months after termination, to the extent required under Internal Revenue Code Section 409A). ( 3 )The RSUs will vest as follows: 50,000 of the RSUs will vest on each of January 1, 2020, 2021 and 2022, subject to the reporting person's continued employment on the applicable vesting dates; provided that all of the RSUs will automatically vest in the event of a termination of the reporting person's employment without cause or his resignation for good reason, and 50,000 of the RSUs will automatically vest upon a termination of the reporting person's employment due to death or disability. One share of common stock will be distributed to the reporting person with respect to each vested RSU during the thirty (30) day period after the applicable vesting date, except in the case of accelerated vesting upon a termination of employment, in which case the applicable RSU award(s) shall settle on the 60th day following the applicable vesting day (or six months after termination, to the extent required under Internal Revenue Code Section 409A).

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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