Exhibit 4.1


 


	RIGHTS CERTIFICATE #:	NUMBER OF RIGHTS


 


THE TERMS AND CONDITIONS OF THE RIGHTS OFFERING
ARE SET FORTH IN THE COMPANY'S PROSPECTUS SUPPLEMENT


DATED NOVEMBER 4, 2021 (THE "PROSPECTUS
SUPPLEMENT") AND ARE INCORPORATED HEREIN BY REFERENCE. COPIES OF


THE PROSPECTUS SUPPLEMENT AND ACCOMPANYING PROSPECTUS
ARE AVAILABLE UPON REQUEST FROM D.F. KING & CO., INC., THE INFORMATION AGENT.


 


	 


Trinity
Place Holdings Inc.


Incorporated under the laws of the State of
Delaware


 


NON - TRANSFERABLE SUBSCRIPTION RIGHTS CERTIFICATE


 


Evidencing Non - Transferable Subscription Rights
to Purchase Shares of Common Stock of Trinity Place Holdings Inc.


 


Subscription Price:      $1.90
per Share


 


THE SUBSCRIPTION RIGHTS WILL EXPIRE IF NOT
EXERCISED ON OR BEFORE 5:00 P.M., NEW YORK CITY TIME,


ON DECEMBER 3, 2021, UNLESS EXTENDED BY THE
COMPANY

 	 



 


	
    REGISTERED OWNER:

     
	 	 
	
    THIS CERTIFIES THAT the registered owner whose name is inscribed hereon
    is the owner of the number of non-transferable subscription rights (“Rights”) set forth above. Each whole Right entitles the
    holder thereof to subscribe for and purchase one share of Common Stock, with a par value of $0.01 per share, of Trinity Place Holdings
    Inc., a Delaware corporation, at a subscription price of $1.90 per share (the “Basic Subscription Privilege”), pursuant to
    a rights offering (the “Rights Offering”), on the terms and subject to the conditions set forth in the Prospectus Supplement
    and the “Instructions as to Use of Trinity Place Holdings Inc. Subscription Rights Certificates” accompanying this Subscription
    Rights Certificate.

     

    This Subscription Rights Certificate is not valid unless countersigned
    by the subscription agent and registered by the registrar. Witness the seal of Trinity Place Holdings Inc. and the signatures of its duly
    authorized officers.

     

    Dated: November 5, 2021

     
	 	If any shares of Common Stock available for purchase in the Rights Offering are not purchased by  other holders of Rights pursuant to the exercise of their Basic Subscription Privilege (the “Unsubscribed Shares”), any Rights holder that exercises its Basic Subscription Privilege in full may subscribe for a number of Unsubscribed Shares pursuant to the terms and conditions of the Rights Offering, subject to proration, as  described in the Prospectus (the “Over-Subscription Privilege”).   The Rights represented by this  Subscription Rights Certificate may be exercised by completing the appropriate forms on the reverse  side hereof and by returning the full payment of the subscription price for each share of Common Stock in accordance with the “Instructions as to Use of Trinity Place Holdings Inc. Subscription Rights Certificates” that accompany this Subscription Rights Certificate 
	/s/ Matthew Messinger	 	/s/ Richard Pyontek
	President and Chief Executive Officer	 	Secretary



 






     


     


    

 


DELIVERY OPTIONS FOR SUBSCRIPTION RIGHTS CERTIFICATE


Delivery other than in the manner or to the address
listed below will not constitute valid delivery.


 


	
    If delivering by mail, hand or overnight courier:

    American Stock Transfer & Trust Company, LLC

    Operations Center

    Attn: Reorganization Department

    6201 15th Avenue

    Brooklyn, New York 11219

     



PLEASE PRINT ALL
INFORMATION CLEARLY AND LEGIBLY.


 




FORM 1-EXERCISE OF SUBSCRIPTION RIGHTS


 


To subscribe for shares pursuant to
your Basic Subscription Privilege, please complete lines (a) and (c) below, check the appropriate box under Form 3 and sign under Form
4 and, if applicable, complete Form 5. To subscribe for shares pursuant to your Over-Subscription Privilege, please also complete line
(b) and sign under Form 4. To the extent you subscribe for more Shares than you are entitled under either the Basic Subscription Privilege
or the Over-Subscription Privilege, you will be deemed to have elected to purchase the maximum number of shares for which you are entitled
to subscribe under the Basic Subscription Privilege or Over-Subscription Privilege, as applicable.


 


(a) EXERCISE OF BASIC SUBSCRIPTION PRIVILEGE:


 


I apply for _______________ shares x $ 1.90 = $_______________


 


(no. of shares)       (subscription price) (amount enclosed)


 


(b) EXERCISE OF OVER-SUBSCRIPTION PRIVILEGE


 


If you have exercised your Basic
Subscription Privilege in full and wish

to subscribe for additional shares pursuant to your Over-Subscription Privilege:


 


I apply for _______________ shares x $ 1.90 = $_______________


 


(no. of shares)       (subscription price) (amount enclosed)


 


(c) Total Amount of Payment Enclosed
= $__________________


 


METHOD OF PAYMENT (CHECK ONE)


 


	 ̈	Wire transfer of immediately available funds
directly to the account maintained by American Stock Transfer & Trust Company, LLC, as Subscription Agent, for purposes of accepting
subscriptions in this Rights Offering at JPMorgan Chase Bank, 55 Water Street, New York, New York 10005, ABA #021000021, Account # 530-354616
American Stock Transfer FBO Trinity Place Holdings Inc., with reference to the rights holder's name.



 


	 ̈	Check or bank draft payable to “American
Stock Transfer & Trust Company, LLC (acting as subscription agent for Trinity Place Holdings Inc.)”.



 


FORM 2-DELIVERY TO DIFFERENT ADDRESS


 


If you wish for the
Common Stock underlying your subscription rights or a certificate representing unexercised subscription rights to be delivered to an
address different from that shown on the face of this Subscription Rights Certificate, please enter the alternate address below,
sign under Form 4 and have your signature guaranteed under Form 5.


 





	 	 
	 	 
	 	 



 













FORM 3 – STOCK OWNERSHIP FOLLOWING EXERCISE
OF RIGHTS


 


(CHECK ONE)


 


	 ̈	You currently hold 1,675,692
or more shares of the Company’s common stock.



 


	 ̈	You currently hold less
than 1,675,692 shares of the Company’s common stock, but you are subscribing for a number of shares through the exercise of your
Basic Subscription Privilege and, if applicable, Over-Subscription Privilege, that would, if accepted by the Company, result in you holding
1,675,692 or more shares of the Company’s common stock following the closing of the rights offering.



 


	 ̈	Neither of the above is
applicable.



 


IMPORTANT: If you checked
the first or second box, you must notify the Company by completing and returning directly to the Company the “Notification
of 4.75% Holder Form” included with the subscription documents, as you may be required to submit additional information to the Company
in connection with the exercise of your Basic Subscription privilege, and, if applicable, your Over-Subscription Privilege. See the “Instructions
as to Use of Trinity Place Holdings Inc. Subscription Rights Certificates” for more information.


 


FORM 4-SIGNATURE


 


TO SUBSCRIBE: I acknowledge that
I have received the Prospectus Supplement and accompanying Prospectus for this Rights Offering and I hereby irrevocably subscribe for
the number of shares indicated above on the terms and conditions specified in the Prospectus Supplement. I agree to cooperate with the
Company and provide to the Company any and all information requested by the Company in connection with the exercise of the rights.


 


	Signature(s):	 	 
	 	 	 
	 	 	 
	 	(Print Name of Signatory and Capacity in which Signed if an Entity)	 




 


IMPORTANT: The signature(s) must
correspond with the name(s) as printed on the reverse of this Subscription Rights Certificate in every particular, without alteration
or enlargement, or any other change whatsoever.


 


FORM 5-SIGNATURE GUARANTEE


 


This form must be completed if you have completed any
portion of Form 2.


 


	Signature Guaranteed:	 	 
	 	(Name of Bank or Firm)	 



 


	By:	 	 
	 	(Signature of Officer)	 




 


IMPORTANT: The signature(s) should
be guaranteed by an eligible guarantor institution (bank, stock broker, savings & loan association or credit union) with membership
in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15.


 







 





 


FOR INSTRUCTIONS ON THE USE OF TRINITY PLACE
HOLDINGS INC. SUBSCRIPTION RIGHTS CERTIFICATES, CONSULT DF KING & CO., INC., THE INFORMATION AGENT, AT (800) 848-2998.