1
|
|
NAMES OF REPORTING PERSONS
|
|
|
||||
|
|
MFP Partners, L.P.(1)
|
|
|
||||
|
|
|
|
|||||
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a)
|
||||
|
|
|
|
|
|
|
|
(b) ☒
|
3
|
|
SEC USE ONLY
|
|
|
|
|
||
4
|
|
SOURCE OF FUNDS
|
|
|
||||
|
|
WC
|
|
|
|
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
|
|
|
||||
|
|
TO ITEM 2(d) or 2(e)
|
|
|
||||
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||||
|
|
Delaware
|
|
|
|
|
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
|
||
SHARES
|
|
|
|
0
|
|
|
||
BENEFICIALLY
|
|
8
|
|
SHARED VOTING POWER
|
|
|
||
OWNED BY
|
|
|
|
6,708,538(2)
|
|
|
||
EACH REPORT-
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
||
ING
|
|
|
|
0
|
|
|
||
PERSON WITH
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
|
|
|
|
|
6,708,538(2)
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||||
|
|
6,708,538(2)
|
|
|
|
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
|
|
|
||||
|
|
CERTAIN SHARES
|
|
|
|
☒
|
||
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||||
|
|
21.0%
|
|
|
|
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
||||
|
|
PN
|
|
|
|
|
|
|
1
|
|
NAMES OF REPORTING PERSONS
|
|
|
||||
|
|
MFP Investors LLC(1)
|
|
|
||||
|
|
|
|
|
|
|
||
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a)
|
||||
|
|
|
|
|
|
|
(b) ☒
|
|
|
||||||||
3
|
|
SEC USE ONLY
|
|
|
|
|
||
4
|
|
SOURCE OF FUNDS
|
|
|
||||
|
|
AF
|
|
|
|
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
|
|
|
||||
|
|
TO ITEM 2(d) or 2(e)
|
|
|
||||
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||||
|
|
Delaware
|
|
|
|
|
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
|
||
SHARES
|
|
|
|
0
|
|
|
||
BENEFICIALLY
|
|
8
|
|
SHARED VOTING POWER
|
|
|
||
OWNED BY
|
|
|
|
6,708,538(2)
|
|
|
||
EACH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
||
REPORTING
|
|
|
|
0
|
|
|
||
PERSON WITH
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
|
|
|
|
|
6,708,538(2)
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||||
|
|
6,708,538(2)
|
|
|
|
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
|
|
|
||||
|
|
CERTAIN SHARES
|
|
|
|
☒
|
||
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||||
|
|
21.0%
|
|
|
|
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
||||
|
|
OO
|
|
|
|
|
|
|
1
|
|
NAMES OF REPORTING PERSONS
|
|
|
||||
|
|
Michael F. Price(1)
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a)
|
||||
|
|
|
|
|
|
|
|
(b) ☒
|
3
|
|
SEC USE ONLY
|
|
|
|
|
||
4
|
|
SOURCE OF FUNDS
|
|
|
||||
|
|
AF
|
|
|
|
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
|
|
|
||||
|
|
TO ITEM 2(d) or 2(e)
|
|
|
||||
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||||
|
|
United States of America
|
|
|
|
|
||
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
|
||
SHARES
|
|
|
|
0
|
|
|
||
BENEFICIALLY
|
|
8
|
|
SHARED VOTING POWER
|
|
|
||
OWNED BY
|
|
|
|
6,708,538(2)
|
|
|
||
EACH REPORT-
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
||
ING
|
|
|
|
0
|
|
|
||
PERSON WITH
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
|
|
|
|
|
6,708,538(2)
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||||
|
|
6,708,538(2)
|
|
|
|
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
|
|
|
||||
|
|
CERTAIN SHARES
|
|
|
|
☒
|
||
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||||
|
|
21.0%
|
|
|
|
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
||||
|
|
IN
|
|
|
|
|
|
|
MFP Partners, L.P.,
|
|||
by its General Partner,
|
|||
MFP Investors LLC
|
|||
By:
|
/s/ Michael F. Price
|
||
Name:
|
Michael F. Price
|
||
Title
|
Managing Partner
|
||
MFP Investors LLC
|
|||
By:
|
/s/ Michael F. Price
|
||
Name:
|
Michael F. Price
|
||
Title
|
Managing Partner
|
||
/s/ Michael F. Price
|
|||
Michael F. Price
|
INDEX OF EXHIBITS
|
|||
Exhibit 1
|
|
Joint Filing Agreement, dated as of April 17, 2013, by and among MFP Partners, L.P., MFP Investors LLC and Michael F.
Price*
|
|
Exhibit 2
|
Investment Agreement, by and among MFP Partners, L.P. and Trinity Place Holdings Inc. (including the form of Registration
Rights Agreement), dated as of September 11, 2015 (filed as Exhibit 10.1 of the Current Report on Form 8-K filed by the Company on September 15, 2015 and incorporated herein by reference)*
|
||
Exhibit 3
|
Private Placement Agreement, by and among the Company and the investors identified on Schedule A therein, dated as of
February 14, 2017 (filed as Exhibit 10.1 of the Current Report on Form 8-K filed by the Company on February 17, 2017 and incorporated herein by reference)*
|
||
Exhibit 4
|
Agreement made as of February 14, 2017, by and between MFP and DS Fund I LLC*
|
||
* Filed previously |
Seller:
|
Marcato International Master Fund Ltd.
|
|||||
By:
|
Marcato Capital Management LP
|
|||||
By:
|
/s/ Richard McGuire
|
|||||
Name:
|
Richard McGuire
|
|||||
Title:
|
Managing Member
|
|||||
Buyer:
|
MFP Partners, L.P.
|
|||||
By:
|
/s/ Timothy E. Ladin
|
|||||
Name:
|
Timothy E. Ladin
|
|||||
Title:
|
General Counsel
|
|||||
Third Avenue Trust on Behalf of Third Avenue Real Estate Value Fund
|
||||||
By:
|
Third Avenue Management LLC, Its Investment Advisor
|
|||||
By:
|
/s/ W. James Hall
|
|||||
Name:
|
W. James Hall
|
|||||
Title:
|
General Counsel
|
|||||
GemCap Investment Funds (Ireland) PLC – Third Avenue Real Estate Value Fund
|
||||||
By:
|
Third Avenue Management LLC, Its Investment Advisor
|
|||||
By:
|
/s/ W. James Hall
|
|||||
Name:
|
W. James Hall
|
|||||
Title:
|
General Counsel
|
|||||
Cougar Capital LLC
|
||||||
By:
|
/s/ Carl J. Bennet
|
|||||
Name:
|
Carl J. Bennet
|
|||||
Title
|
President, Chief Financial Officer
|
Galbelli Enterprise Mergers and Acquisitions Fund
|
||||
By:
|
/s/ Agnes Mullady
|
|||
Name:
|
Agnes Mullady
|
|||
Title:
|
Vice President
|
|||
Gabelli Global Mini Mites Fund
|
||||
By:
|
/s/ Agnes Mullady
|
|||
Name:
|
Agnes Mullady
|
|||
Title:
|
Vice President
|
|||
The Gabelli Small Cap Growth Fund
|
||||
By:
|
/s/ Agnes Mullady
|
|||
Name:
|
Agnes Mullady
|
|||
Title:
|
Vice President
|
|||
The Gabelli Global Small and Mid Cap Value Trust
|
||||
By:
|
/s/ Agnes Mullady
|
|||
Name:
|
Agnes Mullady
|
|||
Title:
|
Vice President
|
|||
TETON Westwood Mighty MitesSM Fund
|
||||
By:
|
/s/ Agnes Mullady
|
|||
Name:
|
Agnes Mullady
|
|||
Title:
|
Vice President
|
|||
The Gabelli Go Anywhere Trust
|
||||
By:
|
/s/ Agnes Mullady
|
|||
Name:
|
Agnes Mullady
|
|||
Title:
|
Vice President
|
By:
|
/s/ Richard Saltzman
|
|||
Richard Saltzman
|
||||
Horse Island Partners,LLC
|
||||
By:
|
/s/ Thomas D. O'Malley Jr.
|
|||
Name:
|
Thomas D. O'Malley Jr.
|
|||
Title:
|
Managing Member
|
|||