UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



FORM 10-K/A

(Amendment No. 1)

(Mark one)

| | x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
| | - | ------------------------------------------------------------------------------------

For the fiscal year ended March 1, 2014

OR

| |  ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
| | - | ----------------------------------------------------------------------------------------



Commission file number 001-08546



TRINITY PLACE HOLDINGS INC.

(Exact name of registrant as specified in
its charter)



|DELAWARE                        |  | No.   22-2465228                    
|------------------------------- |  | ------------------------------------
|(State or Other Jurisdiction of |  | (I.R.S. Employer Identification No.)
|Incorporation or Organization)  |  |                                     



|717 Fifth Avenue, New York, New York     | 10022     
|---------------------------------------- | ----------
|(Address of Principal Executive Offices) | (Zip Code)



Registrant’s telephone number, including
area code (201) 902-9600



Securities registered pursuant to Section
12(b) of the Act: NONE



Securities registered
pursuant to Section 12 (g) of the Act: Common Stock, $0.01 Par Value Per Share



Indicate by check mark if the registrant is a well-known seasoned
issuer, as defined in Rule 405 of the Securities Act

Yes  ̈                    No
þ



Indicate by check mark if the registrant
is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes  ̈                    No
þ



Indicate by check mark whether the registrant: (1) has filed
all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days.

Yes þ
                   No  ̈



Indicate by check mark whether the registrant
has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted
and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter
period that the registrant was required to submit and post such files).

Yes þ
                   No  ̈



Indicate by check mark if disclosure of
delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s
knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment
to this Form 10-K.            ̈



Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions
of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2
of the Exchange Act:

Large Accelerated Filer    ̈
       Accelerated Filer    ̈          Non-Accelerated
Filer  ̈
Smaller Reporting Company þ



Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes    ̈
             No þ



As of August 31, 2013, the aggregate market
value of the registrant’s Common Stock held by non-affiliates of the registrant was approximately $60,217,000.



As of May 30, 2014, 19,999,998 shares of
the registrant’s Common Stock were outstanding.



DOCUMENTS INCORPORATED BY REFERENCE

None.









FORM
10-K/A INDEX



|         |                                                                                                | PAGE
|-------- | ---------------------------------------------------------------------------------------------- | ----
|         | EXPLANATORY NOTE                                                                               | 1   
|         |                                                                                                |     
|         | PART III                                                                                       | 2   
|         |                                                                                                |     
|Item 10. | Directors, Executive Officers and Corporate Governance                                         | 2   
|Item 11. | Executive Compensation                                                                         | 5   
|Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 9   
|Item 13. | Certain Relationships and Related Transactions, and Director Independence                      | 11  
|Item 14. | Principal Accounting Fees and Services                                                         | 11  
|         |                                                                                                |     
|         | PART IV                                                                                        | 12  
|         |                                                                                                |     
|Item 15. | Exhibits, Financial Statement Schedules                                                        | 12  
|         |                                                                                                |     
|         | SIGNATURES                                                                                     | 13  
|         | CERTIFICATIONS                                                                                 |     















EXPLANATORY NOTE



This Amendment on Form
10-K/A (this “Amendment” or this “Form 10-K/A”) amends the Annual Report on Form 10-K of Trinity Place
Holdings Inc. (the “Company”) for the year ended March 1, 2014, as filed with the Securities and Exchange Commission
on May 30, 2014 (the “Original Form 10-K”). This Amendment is being filed solely for the purpose of disclosing information
required in Part III that the Company will not be incorporating by reference to a definitive proxy statement by the required deadline.
No other Parts or disclosures from the Original Form 10-K are included in this Amendment other than Part III and Part IV below,
and except as required to reflect the matters set forth in such included disclosure, this Amendment does not reflect events or
developments that have occurred after the date of the Original Form 10-K and does not modify or update disclosures presented in
the Original Form 10-K in any way.



Among other things,
forward-looking statements made in the Original Form 10-K have not been revised to reflect events, results, or developments that
have occurred or facts that have become known to us after the date of the Original Form 10-K (other than as discussed above), and
such forward-looking statements should be read in their historical context.



1







PART
III



| | Item 10. | DIRECTORS, EXECUTIVE OFFICERS
AND CORPORATE GOVERNANCE
| | -------- | ------------------------------------------------------



| | A. | BOARD OF DIRECTORS
| | -- | ------------------



The following are biographical
summaries of our current directors:





|Name of Director                     | Age | Business Experience and Other Information                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|------------------------------------ | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                     |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|Alan Cohen
        Director          | 77  | Mr. Cohen has been a Director
        of the Company since September 14, 2012. Mr. Cohen was initially elected to the Board of Directors by the Official Committee of
        Unsecured Creditors of Syms Corp. He is the Chairman of Abacus Advisors LLC, a business advisory firm.
        
        Qualifications and Skills: Mr.
        Cohen is the Chairman of Abacus Advisors and has more than 30 years’ experience working with distressed businesses in all
        aspects of their management and operations, serving as a consultant and advisor to numerous Fortune 500 companies and many leading
        banks and financial institutions.  He has been an active participant in seminars on turnaround management and has lectured
        extensively on restructuring and asset-based lending.  Mr. Cohen has served as a trustee, chief restructuring officer, and
        consultant in various chapter 11 cases, state court proceedings, and out-of-court restructurings for companies including The Towers
        Financial Corporation, County Seat Stores, 47th Street Photo, Russ Togs and Aileen, Inc.                                                                                                                                                                                                                                  
|Alexander C. Matina
        Director | 38  | Mr. Matina has served on the
        Board of Directors since April 11, 2013 and is the Chairman of the Board. Mr. Matina was initially elected to the Board to fill
        the vacancy created by the resignation of Andrew L. Sole. He was elected by the two Directors of the Company then serving
        as the directors elected by the holders of common stock pursuant to the Company’s by-laws, or the “EC Directors”.
        He is the Vice President of Investments for MFP Investors, LLC, the family office of Michael F. Price, which has a value-investing
        focus across public and private markets.
        
        Qualifications and Skills:
        Mr. Matina brings a strong finance background to the Company, including experience with bankruptcies and private equity. Mr. Matina
        serves as an adjunct professor of financial modeling at Fordham University. Prior to joining MFP Investors, LLC in 2007, Mr. Matina
        served in various roles at Balance Asset Management, a multi-strategy hedge fund, and as a senior associate at Altus Capital Partners,
        a middle market private equity fund. He was previously a principal at 747 Capital, a private equity fund-of-funds, and a financial
        analyst at Salomon Smith Barney in the financial sponsors group of the investment banking division.





2









|Name of Director | Age | Business Experience and Other Information
|---------------- | --- | -----------------------------------------

|                                     |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|------------------------------------ | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Joanne M. Minieri
        Director   | 54 | Ms. Minieri has served on the
        Board of Directors since November 8, 2013.  She was appointed by Third Avenue Real Estate Value Fund, a major investor in
        Trinity Place Holdings Inc. and she serves as the head of the Board’s audit committee.  She is the Deputy County Executive
        of Suffolk County, New York and Commissioner for Suffolk County Economic Development and Planning.
        
        Qualifications and Skills: Previously,
        Ms. Minieri served as President and Chief Operating Officer of Forest City Ratner Companies (“FCRC”), a wholly owned
        subsidiary of Forest City Enterprises (“FCE”). She originally joined FCRC as its Chief Financial Officer in 1995, and
        was promoted to Executive Vice President and Chief Operating Officer in 1998 and to President and Chief Operating Officer in 2007.
        Ms. Minieri serves on the Board of the Suffolk County Land Bank, formed in 2014. Ms. Minieri is a certified public accountant. 
|Keith Pattiz
        Director        | 61 | Mr. Pattiz has been an Independent
        Director of the Company since November 5, 2013. Mr. Pattiz is a partner in the law firm of McDermott Will & Emery LLP, where
        he serves as head of the real estate group.
        
        Qualifications and Skills:
        Mr. Pattiz has experience in commercial leasing, financing, sales and acquisitions, hotel transactions and real estate workout
        matters.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|Marina Shevyrtalova
        Director | 36 | Ms. Shevyrtalova has been a
        Director of the Company since September 14, 2012. Ms. Shevyrtalova was initially elected to the Company’s Board of Directors
        by the parties that backstopped the rights offering conducted by Syms Corp. in connection with its emergence from bankruptcy. She
        is currently the Portfolio Manager and a member of the Investment Committee at DS Advisors, LLC.
        
        Qualifications and Skills:
        Prior to joining DS Advisors, Ms. Shevyrtalova was part of the investment team at Barington Capital Group, an investment firm experienced
        in taking active roles in assisting companies in creating and improving shareholder value. From 2003 to 2007, Ms. Shevyrtalova
        was a Vice President at Lehman Brothers in its Equity Capital Management Group, where she focused on investing in undervalued equities,
        special situations and turnarounds. Ms. Shevyrtalova is a graduate of the Harvard Business School.





3









| | B. | EXECUTIVE OFFICERS
| | -- | ------------------



The
following are biographical summaries of our current executive officers:



|Name                                                                | Age | Business Experience and Other Information                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|------------------------------------------------------------------- | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Matthew Messinger
        President and Chief Executive Officer     | 42  | Mr. Messinger has been the
        President and CEO of the Company since October 2013.
        
        Qualifications and Skills:
        Prior to joining, the Company, Mr. Messinger served as the Executive Vice President and Director of Investment Management at FCRC,
        a wholly owned subsidiary of FCE, where he served for more than 18 years. In this role, Mr. Messinger led the New York Investment
        Committee of FCRC and served on the Investment Committee and Executive Management Committee of FCE. Mr. Messinger brings extensive
        development, asset management, finance, strategic planning and tax credit structuring experience across a wide range of asset classes
        including retail, hotel, residential, office, arena and professional sports teams.                                                                                                                                         
|Richard G. Pyontek
Chief Financial Officer, Treasurer and Secretary | 46  | Mr. Pyontek has been the
        Chief Financial Officer of the Company since October 10, 2012. Mr. Pyontek served as Director of Accounting and Reporting for the
        Company from July 2011 until his election as Chief Financial Officer.
        
        Qualifications and Skills:
        Before joining Syms Corp., Mr. Pyontek served as Director of Accounting and Reporting at Ashley Stewart, Inc., a women’s
        clothing retailer, during the time of its bankruptcy filing and turnaround from 2009 to 2011; as Controller at The Vitamin Shoppe,
        a retailer of health and nutrition supplements, from 2005 to 2008; and as Director of Finance at Party City Corporation, a retailer
        of party supplies and gifts, from 2003 to 2005. Earlier in his career, Mr. Pyontek held senior accounting and reporting roles at
        Linens ‘n Things and at KPMG LLP. Mr. Pyontek is a Certified Public Accountant.



| | C. | SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
| | -- | -------------------------------------------------------



Section 16(a) of the
Securities Exchange Act of 1934 (the “Exchange Act”) requires the Company’s Directors and executive officers
and all persons who own more than 10% of a registered class of the Company’s equity securities to file reports of ownership
and changes in ownership with the Securities and Exchange Commission. The Directors, executive officers and greater than 10% common
stockholders are required to furnish the Company with copies of all Section 16(a) forms they file. Based solely on a review of
the copies of such forms received by the Company and representations from certain reporting persons, the Company believes that
during fiscal 2013 all filing requirements were satisfied, except as follows: Alan B. Miller (one Form 3) and Richard Pyontek (one
Form 3).





4









| | D. | AUDIT COMMITTEE
| | -- | ---------------



The entire Board of
Directors acts as the audit committee for the Company in accordance with Section 3(a)(58)(B) of the Exchange Act and is responsible
for fulfilling the Board’s responsibilities as they relate to the Company’s financial oversight functions such as accounting
policies, internal controls and financial reporting practices. The Board of Directors has determined that Ms. Minieri is an “audit
committee financial expert,” as that term is used in Item 407 of Regulation S-K promulgated under the Exchange Act. As discussed
further in Item 13, the Board has determined that Ms. Minieri is “independent” in accordance with Section 803A of the
NYSE MKT Company Guide. The audit committee held four meetings from March 3, 2013 through the end of the fiscal year on March 1,
2014, which were joint meetings of the Board of Directors and the audit committee.



| | Item 11. | EXECUTIVE COMPENSATION
| | -------- | ----------------------



| | A. | MANAGEMENT COMPENSATION
| | -- | -----------------------



Summary Compensation Table



The following table
and footnotes set forth information for the fiscal years ended March 1, 2014 and March 2, 2013 concerning the compensation of (i)
each person who served as our principal executive officer during the fiscal year ended March 1, 2014 and (ii) the only other executive
officer of the Company, other than the principal executive officer, who received compensation in excess of $100,000 during the
fiscal year ended March 1, 2014 (collectively referred to as the “named executive officers”).



|Name and Principal Position                            |  | Fiscal Year |      |  | Salary |   |         | Bonus |  |   | Stock Award |     |  | All Other Compensation |           |     | Total |  
|------------------------------------------------------ |  | ----------- | ---- |  | ------ | - | ------- | ----- |  | - | ----------- | --- |  | ---------------------- | --------- | --- | ----- | -
|Matthew Messinger                                      |  |             | 2013 |  |        | $ | 296,154 |       |  | $ | -           |     |  | $                      | 1,250,000 | (1) |       | $
|President and Chief Executive Officer                  |  |             | 2012 |  |        |   | -       |       |  |   |             |     |  |                        |           |     |       |  
|Richard Pyontek                                        |  |             | 2013 |  |        |   | 160,000 |       |  |   | 53,333      |     |  |                        | 84,375    | (1) |       |  
|Chief Financial Officer, Treasurer and Secretary       |  |             | 2012 |  |        |   | 160,000 |       |  |   | 67,500      |     |  |                        | -         |     |       |  
|Mark Ettenger (3)                                      |  |             | 2013 |  |        |   | 204,809 |       |  |   | 767,113     | (4) |  |                        | -         |     |       |  
|Former Chairman and Acting Principal Executive Officer |  |             | 2012 |  |        |   | 87,500  |       |  |   | -           |     |  |                        |           |     |       |  



| | (1) | The amount reflected in the table represents the aggregate grant date fair value of stock awards
granted and calculated in accordance with FASB ASC Topic 718. For additional information on the valuation assumptions refer to
Note 8, “Stock Based Compensation” of the Company’s financial statements in the Annual Report on Form 10-K for
the year ended March 1, 2014.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (2) | Represents amounts reimbursed to Mr. Messinger for legal services regarding his employment contract.
| | --- | ----------------------------------------------------------------------------------------------------



| | (3) | On August 30, 2013, the Company and Mark Ettenger mutually agreed to end his service as Chairman
of the Board and principal executive officer, effective as of such date. Mr. Ettenger remained a director of the Company until
September 25, 2013.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (4) | Represents amounts paid to Mr. Ettenger as performance fees in connection with the sale of certain
properties.
| | --- | --------------------------------------------------------------------------------------------------------------



| | (5) | Represents (i) $274,832 paid as a severance payment pursuant to the separation agreement between
Mr. Ettenger and the Company, (ii) $15,000 reimbursed to Mr. Ettenger for legal services regarding his employment contract and
(iii) $8,125 for health insurance premiums.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (6) | Represents amounts paid to Mr. Ettenger for his services as Director.
| | --- | ---------------------------------------------------------------------





5









Outstanding Equity Awards at Fiscal
Year-End



The following table sets
forth certain information relating to outstanding equity awards for each named executive officer as of March 1, 2014.



|Named Executive Officer |  | Number of Units of Stock that have not Vested |        |     | Market Value
    of 
Units of Stock 
that have not 
Vested ($) (2) |  
|----------------------- |  | --------------------------------------------- | ------ | --- | ------------------------------------------------------------------ | -
|                        |  |                                               |        |     |                                                                    |  
|Matthew Messinger       |  |                                               | -      |     |                                                                    | $
|                        |  |                                               |        |     |                                                                    |  
|Richard Pyontek         |  |                                               | 12,500 | (1) |                                                                    | $
|                        |  |                                               |        |     |                                                                    |  
|Mark Ettenger           |  |                                               | -      |     |                                                                    | $



(1) Granted pursuant to a restricted stock unit agreement dated
as of March 20, 2014, effective as of January 6, 2014.



(2) Calculated based on $6.85 per share, which was the closing
market price per share of the Company’s Common Stock as reported on the OTC Market on February 28, 2014.



Executive Compensation in Context



Matthew Messinger,
President and Chief Executive Officer



On October 1, 2013,
the Company entered into an employment agreement with Matthew Messinger to serve as President and Chief Executive Officer of the
Company. Under the terms of the employment agreement, Mr. Messinger receives an initial annual base salary of $700,000. In addition,
Mr. Messinger is entitled to grants of restricted stock units (the “RSU Awards”) that the Company expects will result
in Mr. Messinger holding approximately 1,500,000 shares of Common Stock after settlement of all of the RSU Awards and netting for
taxes. The RSU Awards were or will be granted as follows:



| | · | a restricted stock unit award covering 250,000 shares of Common Stock was granted upon the effectiveness of the Company’s filing of the Amended Certificate with the Secretary of State of Delaware;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | a restricted stock unit award covering 476,190 shares of Common Stock was granted on March 31, 2014, upon Mr. Messinger’s delivery of a favorable resolution regarding the payment or deferral of payment to Syms and Filene’s Class 3 (Convenience Claims) and the Syms Unsecured Creditors in Syms Class 4 General Unsecured Claims (each as defined in the Modified Second Amended Joint Chapter 11 Plan of Reorganization of Syms Corp. and its Subsidiaries (the “Plan”) and a credible plan with regard to the development, lease or sale of each of the Company’s Westbury and Paramus properties and any financing related to any such plan;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | a restricted stock unit award covering 363,095 shares of Common Stock was granted on March 31, 2014, upon Mr. Messinger’s delivery of a credible plan with regard to the development, lease or sale of the Company’s Trinity Place property and any financing related to any such plan;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





6









| | · | a restricted stock unit award covering 363,095 shares of Common Stock on or prior to December 31, 2014, provided Mr. Messinger has delivered a favorable resolution regarding the payment or deferral of certain claims of Filene’s Class 4A and B General Unsecured (Short-Term) Claims and Filene’s Class 5A and B General Unsecured (Long-Term) Claims (each as defined in the Plan), a credible plan with regard to the development, lease or sale of the Company’s West Palm and Secaucus properties and any financing related to any such plan, and a progress report on the resolutions of the Trinity Place property;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | a restricted stock unit award covering 363,095 shares of Common Stock on or prior to March 31, 2015; and
| | - | --------------------------------------------------------------------------------------------------------



| | · | a restricted stock unit award covering 363,095 shares of Common Stock upon payments of the Initial Majority Shareholder Payment and the Subsequent Majority Shareholder Payment (each as defined in the Plan) on or prior to December 31, 2015.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The RSU Awards (other
than the first RSU Award covering 250,000 shares which immediately vested) will vest in three equal annual installments and be
subject to other conditions, including Mr. Messinger’s continued employment on the applicable vesting dates, as set forth
in the employment agreement and the form of RSU Award agreement.



The Company agreed
under the employment agreement to reimburse Mr. Messinger’s reasonable legal fees and expenses associated with review and
negotiation of the employment agreement up to $14,500.



In the event Mr. Messinger’s
employment is terminated by the Company other than for cause, death or disability or if Mr. Messinger terminates his employment
for good reason (as such terms are defined in the employment agreement), subject to his execution of a release of claims, he would
be entitled to the following: (i) a lump sum payment of six months base salary for each full 12-month period employed under the
employment agreement, subject to a minimum and a maximum amount of $350,000 and $1,400,000, respectively, (ii) acceleration of
vesting of any unvested RSU Award and any other equity awards that have been granted as of the date of termination, (iii) to the
extent Mr. Messinger has not been granted all the RSU Awards, the grant and immediate vesting of restricted stock units covering
363,095 shares (839,285) shares if such termination occurs prior to March 31, 2014) and (iv) payment of the monthly premium for
COBRA continuation coverage under the Company’s health, dental and vision plans for eighteen (18) months. If such termination
of employment occurs within 60 days prior to or within 12 months following a change of control (as that term is defined in the
employment agreement), Mr. Messinger will also be entitled to the grant and immediate vesting of any RSU Awards that have not been
granted as of the date of termination.



In the event of Mr.
Messinger’s death or disability, he would be entitled to acceleration of vesting of that portion of any outstanding RSU Awards
granted prior to the date of termination that would have vested during the 12-month period immediately termination by reason of
his death or disability.



The employment agreement
also contains covenants addressing post-employment non-competition, non-solicitation of employees and customers provisions.



Richard Pyontek, Chief
Financial Officer, Treasurer and Secretary



On October 12, 2012,
the Board promoted Richard G. Pyontek from Director of Accounting and Reporting to Chief Financial Officer and Treasurer. He was
also paid a bonus of $67,500 in fiscal 2012 under the Company’s Key Employee Incentive Plan, which was adopted to encourage
certain executives to stay at Syms Corp. during its bankruptcy proceedings. On March 20, 2014, the Company entered into a restricted
stock unit agreement with Mr. Pyontek, effective as of January 6, 2014, pursuant to which Mr. Pyontek was granted an award of 12,500
restricted stock units, with one-half of the restricted stock units vesting on each of January 6, 2015 and January 6, 2016, subject
to Mr. Pyontek’s continued employment on the applicable vesting dates. In the event that Mr. Pyontek’s employment is
terminated by the Company without cause (as defined in the restricted stock unit agreement), all of the unvested restricted stock
units will vest immediately.





7







Mark Ettenger, Former
Chairman and Acting Principal Executive Officer



The Board of Directors
elected Mark D. Ettenger as Chairman of the Board in January 2013, a role in which he began serving as the Company’s principal
executive officer. When Mr. Ettenger was elected as Chairman and designated as the Company’s principal executive officer,
the Board determined to pay him a retainer of $50,000 per month in addition to any amounts that he may be entitled to receive for
his service as a Director.



Following the end of
fiscal 2012, on April 22, 2013, the Company and Mr. Ettenger executed an Engagement Agreement providing for Mr. Ettenger to serve
as the Company’s Chairman, President and Chief Executive Officer. The Engagement Agreement provided for Mr. Ettenger to receive
an annual fee of $400,000, retroactive to March 11, 2013. The Engagement Agreement also entitled him to receive certain incentive
fees and performance fees in connection with the sale or other monetization of the Company’s real estate properties based
on pre-established threshold amounts for each of the properties. The incentive fees and performance fees were also generally payable
on entity-level (rather than property-level) transactions based on the net proceeds from the transaction relative to the aggregate
threshold amounts for all remaining unsold properties. For the fiscal year ended March 1, 2014, the Company paid Mr. Ettenger $41,945
as a performance bonus in connection with the sale by the Company of the Southfield, Michigan property.Mr. Ettenger received
no benefits from the Company, but the Engagement Agreement provided for the Company to reimburse him for the actual cost of his
health insurance and for up to $15,000 in legal fees associated with the negotiation of the Engagement Agreement.



On August 30, 2013,
the Company and Mr. Ettenger mutually agreed to end his service as Chairman of the Board and principal executive officer, and he
relinquished all of his officer titles and duties. Mr. Ettenger remained a director of the Company until September 25, 2013. In
connection with this separation, the Company and Mr. Ettenger entered into a separation agreement, which provided that Mr. Ettenger
would provide transition services until September 25, 2013 at the reasonable request of the Company. The Company paid Mr. Ettenger
$1,000,000 in full satisfaction of any amounts that may be due or that may have become due to him, which included $725,168 in performance
fees related to the sales of certain properties and $274,832 as a severance payment. The holder of the Company’s Series A
Preferred Stock approved an increase in the Company’s overhead reserve to make this payment. The Company and Mr. Ettenger
exchanged mutual general releases of any and all claims in connection with Mr. Ettenger’s separation from the Company.



| | B. | DIRECTOR COMPENSATION
| | -- | ---------------------



Fiscal 2013 Director Compensation



The following table sets forth certain information
relating to Director compensation for fiscal 2013:



|Name                |  | Fees Earned or Paid in Cash |       
|------------------- |  | --------------------------- | ------
|Alan Cohen          |  | $                           | 25,000
|Alexander C. Matina |  |                             | 25,000
|Joanne M. Minieri   |  |                             | 10,000
|Keith Pattiz        |  |                             | 10,000
|Marina Shevyrtalova |  |                             | 25,000
|Alan B. Miller (1)  |  |                             | 25,000



(1) Mr. Miller resigned from the Board of Directors effective
November 5, 2013.





8











In
September 2012, the Board adopted a policy of paying $5,000 to each Director for each Board meeting attended, up to $25,000
per each 12-month period following the effective date of the Plan, and reimbursing reasonable expenses incurred in connection
with attending meetings of the Board and committees of the Board. In June 2014, the Board revised the policy to provide
for payment to each Director of $60,000, plus reimbursement of reasonable expenses incurred in connection with
attending meetings, for each 12-month period following the effective date of the Plan, effective as of the second such
period, with the aggregate of $205,000 of Board fees previously paid since the effective date of the Plan, including to
Directors no longer serving on the Board, attributed to the 12-month period ending September 14, 2013. The fees earned by Mark
Ettenger for his service as a Director are reflected in the Summary Compensation Table above for executives.



Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS



Ownership of Common Stock by Certain Beneficial Owners



The
following table sets forth as of June 30, 2014, the names, addresses and holdings of those persons known to the Company to be beneficial
owners of more than 5% of its Common Stock. To the Company’s knowledge, each person has sole investment and voting power,
except where indicated otherwise. As of June 30, 2014, there were 19,999,998 shares of Common Stock outstanding.



|Name and Address of Beneficial Owner                                                                                             | Amount and Nature of Beneficial Ownership | Percentof Class
|-------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------- | ---------------
|Marcato Capital Management, LLC
        One Montgomery Street, Suite 3250
        San Francisco, CA 94104                        | 4,723,471  (1)                            | 23.6%          
|Third Avenue Trust, on behalf of Third Avenue Real
        Estate Value Fund
        622 Third Avenue
        New York, NY 10017 | 3,369,443  (2)                            | 16.8%          
|DS Fund I LLC
        1001 Brickell Bay Dr., Suite 3102A
        Miami, FL 33131                                                 | 2,308,229  (3)                            | 11.5%          
|Franklin Resources, Inc.
        One Parker Plaza, Ninth Floor
        Fort Lee, NJ 07024                                        | 1,200,000  (4)                            | 6.0%           
|Dimensional Fund Advisors LLP
        Palisades West, Building One
        6300 Bee Cave Road
        Austin, TX 78746           | 1,062,419  (5)                            | 5.3%           
|MFP Partners, L.P.
        667 Madison Avenue, 25th Floor
        New York, NY 10065                                             | 1,000,000  (6)                            | 5.0%           



(1) Marcato Capital Management, LLC is
an investment adviser that serves as general partner of Marcato, L.P. and Marcato II, L.P., and as investment manager of Marcato
International Master Fund, Ltd. Richard McGuire III is the managing member of Marcato Capital Management, LLC.



9









(2) The shares were acquired by Third Avenue
Trust, on behalf of Third Avenue Real Estate Value Fund. Third Avenue Trust, on behalf of Third Avenue Real Estate Value Fund is
an affiliate of M.J. Whitman LLC, a registered broker-dealer. Based on information provided to us by Third Avenue Trust, on behalf
of Third Avenue Real Estate Value Fund, it purchased the shares being offered for resale in the ordinary course of business and,
at the time of purchase, it had no written or oral agreements or understandings, directly or indirectly, with any person to distribute
the shares. Third Avenue Management LLC is a registered investment advisor that acts as an adviser to clients including Third Avenue
Trust, on behalf of Third Avenue Real Estate Value Fund, an investment company registered under the Investment Company Act of 1940,
with respect to which it acts as direct adviser. Third Avenue Management LLC has sole voting and dispositive power over all of
the shares. Joanne Minieri, a Director of the Company, was appointed by Third Avenue Real Estate Value Fund.



(3) DS Fund I LLC is an investment entity.
DS Fund I LLC is ultimately owned by Bharat Desai and Neerja Sethi through an intervening limited liability company, DS Investco
LLC. Marina Shevyrtalova, a Director of the Company, is the Portfolio Manager and a member of the Investment Committee at DS Advisors,
LLC, a related entity.



(4) All information regarding Franklin
Resources, Inc. (“Franklin”) is based on information disclosed in a Statement on Schedule 13G filed with the Securities
and Exchange Commission on February 11, 2014. These securities are beneficially owned by one or more open- or closed-end investment
companies or other managed accounts that are investment management clients of Franklin. Charles Johnson and Rupert Johnson are
the principal shareholders of Franklin but each disclaims beneficial ownership of the securities listed above.



(5) All information regarding Dimensional
Fund Advisors LP is based on information disclosed in a Statement on Schedule 13G filed with the Securities and Exchange Commission
on February 10, 2014. Dimensional Fund Advisors LP (“Dimensional”) is an investment adviser that furnishes investment
advice to four investment companies and serves as investment manager to certain other commingled group trusts and separate accounts
(such investment companies, trusts and accounts are collectively referred to as the “Dimensional Funds”). All securities
reported are owned by the Dimensional Funds. Dimensional and its subsidiaries disclaim beneficial ownership of such securities.



(6) All information regarding MFP Investors,
L.P. is based on information disclosed in a Statement on Schedule 13D/A filed with the Securities and Exchange Commission on April
19, 2013. MFP Investors LLC is an investment adviser and serves as the general partner of MFP Partners, L.P. Michael F. Price is
the managing partner of MFP Partners, L.P. and the managing member and controlling person of MFP Investors LLC. Alexander C. Matina,
a Director of the Company, is Vice President of Investments of MFP Investors LLC.



Ownership of Series A Preferred Stock



The following table
sets forth as of June 30, 2014, the name and address of the holder of the one share of the Company’s Series A Preferred Stock.
To the Company’s knowledge, the holder listed below has sole investment and voting power with respect to such share.



|Title of Class           | Beneficial Owner                                                                                                                                            | Amount and Nature of Beneficial Ownership | Percent of Class
|------------------------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------- | ----------------
|Series A Preferred Stock | Alan Cohen, Trustee of the Series
        A Trust 2012
        
        c/o Trinity Place Holdings Inc.
        717 Fifth Avenue
        New York, NY 10022 | 1                                         | 100%            





10







Ownership of Management



The following table
sets forth certain information regarding the beneficial ownership of the shares of the Company’s Common Stock as of June
30, 2014 by our named executive officers and certain directors. Except as set forth in the below table or above with respect to
Mr. Cohen’s beneficial ownership of the one share of the Company’s Series A Preferred Stock, no Director or executive
officer of the Company personally owns any shares of the Company’s voting securities. However, Mr. Matina and Ms. Shevyrtalova
are affiliated with entities that own a significant percentage of the Company’s Common Stock, and Ms. Minieri was appointed
by Third Avenue Real Estate Value Fund, a major investor in the Company.



|Name and Address of Beneficial Owner(1)                             | Amount and Nature of Beneficial Ownership | Percentof Class
|------------------------------------------------------------------- | ----------------------------------------- | ---------------
|Matthew Messinger                                                   | 243,918                                   | 1.2%           
|Richard Pyontek                                                     | 0                                         | *%             
|Mark Ettenger                                                       | 0(2)                                      | *%             
|Joanne Minieri                                                      | 10,000                                    | *%             
|All Executive Officers and Directors as a Group (7
        Persons) | 253,918                                   | 1.3%           



*Represents less than 1% of
the shares outstanding.



(1) The business address of the individuals named in this table
is c/o Trinity Place Holdings Inc., 717 Fifth Avenue, New York, New York 10022.



(2) On August 30, 2013, the Company and Mark Ettenger mutually
agreed to end his service as Chairman of the Board and principal executive officer, effective as of such date. Mr. Ettenger remained
a director of the Company until September 25, 2013.



Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS,
AND DIRECTOR INDEPENDENCE



Director Independence Generally



The Board of Directors
has determined that each of the current Directors is “independent” in accordance with Section 803A of the NYSE MKT
Company Guide.



Audit Committee Independence



As mentioned in Item
10, the entire Board of Directors acts as the audit committee for the Company. The Board of Directors believes that each of the
current Directors is independent under Section 803A of the NYSE MKT Company Guide, meets the criteria for independence set forth
in Rule 10A-3 under the Exchange Act and satisfies the other audit committee membership requirements specified in Section 803B
of the NYSE MKT Company Guide.



Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICES



Audit Fees



BDO USA, LLP billed
aggregate fees of approximately $185,000 for professional services rendered for the audit of the Company’s fiscal 2013 financial
statements and the reviews of the financial statements included in the Company’s Forms 10-Q for fiscal 2013. BDO USA, LLP
billed aggregate fees of approximately $255,000 for the same services in fiscal 2012 in addition to the audit of internal controls.



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Audit-Related Fees



“Audit-related
fees” include fees billed for assurance and related services that are reasonably related to the performance of the audit
and not included in the “audit fees” mentioned above. BDO USA, LLP billed approximately $35,000 for audit-related fees
for fiscal 2013 and $25,000 for fiscal 2012. The fees for fiscal 2013 relate to the Company’s S-1 filing related to the Third
Avenue Real Estate Value Fund purchase of the Company’s common stock as well as to employee benefit related services. The
fees for fiscal 2012 relate to employee benefit related services.



Tax Fees



There were approximately
$35,000 in fees billed by BDO USA, LLP in fiscal 2013 and $6,300 billed in fiscal 2012 for tax compliance, tax advice and tax planning.
These fees were for professional services rendered in assisting with responses to notices received from various taxing authorities.



All Other Fees



The “audit fees,”
“audit-related fees,” and “tax fees” mentioned above are the only fees billed by BDO USA, LLP in fiscal
years 2013 and 2012.



Pre-Approval Policy



Pursuant to the rules
and regulations of the Securities and Exchange Commission, before the Company’s independent registered public accounting
firm is engaged to render audit or non-audit services, the engagement must be approved by the Company’s audit committee or
entered into pursuant to a pre-approval policy. The Company does not have a formal pre-approval policy, but all audit and non-audit
services performed by BDO USA, LLP were pre-approved by the Company’s audit committee during fiscal 2013.



PART IV



Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES



|ExhibitNumber | Description                                                                                                                                                                                                    
|------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|31.1          | Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                           
|              |                                                                                                                                                                                                                
|31.2          | Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                           
|              |                                                                                                                                                                                                                
|32.1          | Certification of Chief Executive Officer pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934 and 18.U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|              |                                                                                                                                                                                                                
|32.2          | Certification of Chief Financial Officer pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934 and 18.U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.





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SIGNATURES



Pursuant to the requirements
of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.



Trinity
Place Holdings Inc.



|By: | /s/ Matthew Messinger                 | 
|--- | ------------------------------------- | 
|    | Matthew Messinger                     | 
|    | President and Chief Executive Officer | 



Date: June 30, 2014



Pursuant to the requirements
of the Securities Exchange Act of 1934, this Annual Report has been signed below by the following persons on behalf of the registrant
and in the capacities and on the dates indicated.



|Signature               |  | Title                                                          | Date         
|----------------------- |  | -------------------------------------------------------------- | -------------
|                        |  |                                                                |              
|/s/ Matthew Messinger   |  | President and Chief Executive Officer                          | June 30, 2014
|Matthew Messinger       |  | (Principal Executive Officer)                                  |              
|                        |  |                                                                |              
|/s/ Richard G. Pyontek  |  | Chief Financial Officer, Treasurer and Secretary               | June 30, 2014
|Richard G. Pyontek      |  | (Principal Financial Officer and Principal Accounting Officer) |              
|                        |  |                                                                |              
|/s/ Marina Shevyrtalova |  | Director                                                       | June 30, 2014
|Marina Shevyrtalova     |  |                                                                |              
|                        |  |                                                                |              
|/s/ Alan Cohen          |  | Director                                                       | June 30, 2014
|Alan Cohen              |  |                                                                |              
|                        |  |                                                                |              
|/s/ Joanne Minieri      |  | Director                                                       | June 30, 2014
|Joanne Minieri          |  |                                                                |              
|                        |  |                                                                |              
|/s/ Alexander C. Matina |  | Director                                                       | June 30, 2014
|Alexander C. Matina     |  |                                                                |              
|                        |  |                                                                |              
|/s/ Keith Pattiz        |  | Director                                                       | June 30, 2014
|Keith Pattiz            |  |                                                                |              
|                        |  |                                                                |              



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