X0306 4 2018-02-01 0 0000724742 Trinity Place Holdings Inc. TPHS 0001074749 MFP PARTNERS LP C/O MFP INVESTORS LLC 909 THIRD AVENUE, 33RD FLOOR NEW YORK NY 10022 0 0 1 1 See remarks 0001105685 MFP INVESTORS LLC 909 THIRD AVENUE, 33RD FLOOR NEW YORK NY 10022 0 0 1 1 See remarks 0000918537 PRICE MICHAEL F C/O MFP INVESTORS LLC 909 THIRD AVENUE, 33RD FLOOR NEW YORK NY 10022 0 0 1 1 See remarks Common Stock, par value $0.01 per share 2018-02-01 4 P 0 33 6.75 A 4317632 D Common Stock, par value $0.01 per share 2018-02-02 4 P 0 1678 6.74 A 4319310 D Common Stock, par value $0.01 per share 2018-02-05 4 P 0 11575 6.67 A 4330885 D Common Stock, par value $0.01 per share 2018-02-06 4 P 0 6699 6.45 A 4337584 D This report is filed jointly by MFP Partners, L.P. ("MFP Partners"), MFP Investors LLC ("MFP Investors") and Michael F. Price (each, a "Reporting Person" and, collectively, the "Reporting Persons") in connection with their respective direct and indirect relationships with Trinity Place Holdings Inc. (the "Company"). MFP Investors is the general partner of MFP Partners. Mr. Price is the managing partner of MFP Partners and the managing member and controlling person of MFP Investors. MFP Partners is the direct beneficial owner of the shares of common stock of the Company reported herein (the "Common Shares"). Each Reporting Person other than MFP Partners may be deemed to be the indirect beneficial owner of such Common Shares; however, each such Reporting Person disclaims beneficial ownership of such Common Shares except to the extent of such Reporting Person's pecuniary interest therein, and this report shall not be deemed an admission that any of these Reporting Persons is the beneficial owner of the Common Shares described herein for purposes of Section 16 of the Securities Exchange Act of 1934 or for any other purpose. Mr. Alexander C. Matina (Vice President, Investments at MFP Investors), serves as a member of the board of directors of the Company as a nominee of MFP. Each of MFP Partners, MFP Investors and Mr. Price may be deemed a director of the Company by deputization on the basis of the relationships among such persons and Mr. Matina. MFP PARTNERS, L.P., By: MFP INVESTORS LLC, By: /s/ Michael F. Price, Name: Michael F. Price, Title: Managing Member 2018-02-06 MFP INVESTORS LLC, By: /s/ Michael F. Price, Name: Michael F. Price, Title: Managing Member 2018-02-06 /s/ Michael F. Price 2018-02-06