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 *
KAHN STEVEN
   2. Issuer Name and Ticker or Trading Symbol
Trinity Place Holdings Inc. [TPHS] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Financial Officer
(Last)
(First)
(Middle)
340 MADISON AVENUE, SUITE 3C		 3. Date of Earliest Transaction (Month/Day/Year)
01/04/2019
(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 01/04/2019   M   30,000 A (1) 52,316 D  
Common Stock 01/04/2019   F   10,116 D $ 4.08 42,200 D  
Common Stock 01/07/2019   M   3,500 A (1) 45,700 D  
Common Stock 01/07/2019   F   1,189 D $ 4.47 44,511 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) 01/04/2019   M     30,000   (2)   (2) Common Stock 30,000 $ 0 30,000 D  
Restricted Stock Units (1) 01/07/2019   M     3,500   (3)   (3) Common Stock 3,500 $ 0 3,500 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
KAHN STEVEN
340 MADISON AVENUE, SUITE 3C
NEW YORK, NY 10173		       Chief Financial Officer  

Signatures

 /s/ Steven Kahn   01/07/2019
**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 January 1, 2018, the reporting person was granted 60,000 RSUs. 30,000 of the RSUs will vest on each of January 1, 2019 and 2020, subject to the reporting person's continued employment on the applicable vesting dates. In the event the reporting person's employment is terminated by the Company without Cause (as defined in the reporting person's employment agreement), 30,000 RSUs that had not previously vested will immediately vest. The settlement of the vested RSUs occurred on January 4, 2019.
(3) On January 5, 2017, the reporting person was granted 7,000 RSUs. 3,500 of the RSUs vested on each of January 5, 2018 and 2019, which were subject to the reporting person's continued employment on the applicable vesting dates. In the event the reporting person's employment was terminated by the Company without Cause (as defined in the reporting person's employment agreement), any RSUs that had not previously vested would have immediately vested and in the event the reporting person's employment was terminated by the Company without Cause within six (6) months after a Change in Control (as defined in the RSU award agreement), all unvested RSUs would have immediately vested.

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