Ownership Submission
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 OF SECURITIES

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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(Print or Type Responses)
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 (Month/Day/Year)
04/24/2018
(Street)

NEW YORK, NY 10173		 4. If Amendment, Date Original Filed(Month/Day/Year)
 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 (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 04/24/2018   M   41,667 A (1) 841,741 D  
Common Stock 04/24/2018   F   21,487 D $ 6.61 820,254 D  
Common Stock 04/24/2018   M   79,365 A (1) 899,619 D  
Common Stock 04/24/2018   F   40,928 D $ 6.61 858,691 D  
Common Stock 04/24/2018   M   30,060 A (1) 888,751 D  
Common Stock 04/24/2018   F   15,501 D $ 6.61 873,250 D  

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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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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
(Month/Day/Year)		 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) 04/24/2018   M     41,667   (2)   (2) Common Stock 41,667 $ 0 41,666 D  
Restricted Stock Units (1) 04/24/2018   M     79,365   (3)   (3) Common Stock 79,365 $ 0 125,000 D  
Restricted Stock Units (1) 04/24/2018   M     30,060   (4)   (4) Common Stock 30,060 $ 0 203,026 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, NY 10173		   X     President and CEO  

Signatures

 /s/ Richard Pyontek, as Attorney-in Fact for Matthew Messinger   04/26/2018
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(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 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 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, 2016 occurred on April 24, 2018.
(3) On April 27, 2015, the reporting person was granted 363,095 RSUs. The RSUs vested as follows: 125,000 shares vested 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 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, 2016 and ending March 31, 2018. The settlement of the RSUs that vested on March 31, 2018 occurred on April 24, 2018.
(4) See Exhibit 99.1 to this Form 4 for explanation of note (4).

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