UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

(Name of Issuer)

 

Common Stock, Par Value $0.01

(Title of Class of Securities)

 

89656D101

(CUSIP Number)

 

Third Avenue Management LLC

Attn: Mark Aaron

622 Third Avenue, 32^nd Floor

New York, NY 10017

(212) 888-5222

Authorized to Receive Notices and Communications)

(Date of Event Which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d‑1(e), 13d-1(f) or 13d-1(g), check the following box:  ☐

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1	NAMES OF REPORTING PERSONS
	Third Avenue Management LLC (01-690900)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a)	☐
			(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER
		6,019,745
	8	SHARED VOTING POWER
		0
	9	SOLE DISPOSITIVE POWER
		6,019,745
	10	SHARED DISPOSITIVE POWER
		0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	6,019,745
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)			☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	18.86%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IA

Amendment No. 2

Schedule 13D

 

This Amendment No. 2 to the Statement on Schedule 13D (the “Schedule 13D”) relates to the common stock, par value $0.01 per share (the “Common Stock”), of Trinity Place Holdings Inc., a Delaware corporation (the “Issuer”), and is being filed by Third Avenue Asset Management LLC (“TAM”).

 

Item 3.

Source and Amount of Funds or Other Consideration.

 

Item 3 to the Schedule 13D is amended and restated as follows:

 

Third Avenue Trust, on behalf of Third Avenue Real Estate Value Fund, used funds available for investment to purchase 5,096,285 shares of Common Stock for a total of $23,067,822.00, upon the orders of TAM acting as adviser.  GemCap Investment Funds plc, on behalf of Third Avenue Real Estate Value Fund, used funds available for investment to purchase 923,460 shares of Common Stock for a total of $4,591,497.77, upon orders of TAM acting as adviser.

 

Item 5.

Interest in Securities of the Issuer.

 

Item 5 of the Schedule 13D is amended and restated as follows:

 

(a-b)  The aggregate number and percentage of Common Stock to which the Schedule 13D relates is 6,019,745 shares of Common Stock, constituting approximately 18.86% of the Common Stock outstanding.¹  TAM has sole beneficial ownership of such shares.  TAM is a registered investment adviser that acts as direct adviser to certain investment companies and other funds, and as an adviser to separately managed accounts, and advises the following fund accounts with respect to the Common Stock.

 

1. Third Avenue Trust, on behalf of Third Avenue Real Estate Value Fund

 

(x)

Amount beneficially owned: 5,096,285 shares of Common Stock

(y)

Percent of class: 16.0%

(z)

Number of Common Shares as to which TAM has:

(i)

Sole power to vote or direct the vote: 5,096,285

(ii)

Shared power to vote or direct the vote: 0

(iii)

Sole power to dispose or direct the disposition: 5,096,285

(iv)

Shared power to dispose or direct the disposition: 0

2. GemCap Investment Funds plc, on behalf of Third Avenue Real Estate Value Fund

 

(x)

Amount beneficially owned: 923,460 shares of Common Stock

(y)

Percent of class: 2.9%

(z)

Number of Common Shares as to which TAM has:

(i)

Sole power to vote or direct the vote: 923,460

(ii)

Shared power to vote or direct the vote: 0

(iii)

Sole power to dispose or direct the disposition: 923,460

(iv)

Shared power to dispose or direct the disposition: 0

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(c)          The table below lists all the transactions in the Issuer's Common Stock effected during the sixty days prior to the date set forth on the cover page. All transactions were made in the open market.

(d)  No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such Issuer’s Common Stock other than the funds identified above.

(e)  Not applicable.

SIGNATURES

 

After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this Statement is true, complete and correct.

 

	Dated:  March 10, 2020
	THIRD AVENUE MANAGEMENT LLC
	By: /s/ Mark J. Aaron
	Name: Mark J. Aaron
	Title:  Chief Operating Officer