Trinity Place Holdings Inc (TPHS)

[Enterprising Investor]

Recap of recent activities

On 2/14/17, Trinity Place Holdings Inc., entered into a Private Placement Agreement with certain investors, pursuant to which the Company issued to the Investors an aggregate of 3,585,000 shares of its common stock at a price of $7.50 per share, for aggregate gross proceeds to the Company of $26,887,500, which closed on the same day. The Agreement contains customary representations, warranties, covenants, conditions and indemnities for agreements of this type.
 
The chairman of the board of directors, Alexander Matina, is a representative of MFP Partners, L.P, one of the Investors in the private placement. Mr. Matina recused himself from the deliberations by the board of directors regarding the approval of the Agreement.
 
Contemporaneously with the closing of the private placement, certain of the Investors purchased an aggregate of 625,000 shares from certain existing shareholders DS Advisors and Marcato Capital Management LP.

DS Advisors, an employee of which, Marina Shevyrtalova, is a member of the Company's board of directors. DS sold 300,000 shares of stock. It continues to hold 2,581,504 shares of Common Stock which constitute an 8.88 percent stake in the company.

Marcato International Master Fund Ltd. sold 325,000 Shares at $7.50 per share on 2/14/17. It also sold 6,300 Shares at $7.83 per share on February 15, 2017.