| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
|||||||||||||||
| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
ISTAR INC. [ SAFE ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 03/31/2023 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
|||||||||||||||||||||||||
| 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 | 03/31/2023 | A(1) | 2,123,435 | A | (1) | 2,123,435 | I | See Footnote(2)(3) | ||
| Common Stock | 03/31/2023 | A(1) | 2,125,000 | A | (1) | 2,125,000 | I | See Footnote(3)(4) | ||
|
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 Securities Underlying Derivative Security (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: 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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
| Explanation of Responses: |
| 1. Reflects securities acquired pursuant to the terms that certain Agreement and Plan of Merger, dated as of August 10, 2022 (the "Merger Agreement"), entered into by and among Safehold Inc. ("Old Safehold") and iStar Inc. (the "Issuer"). Pursuant to the Merger Agreement, the Issuer merged with and into iStar, with iStar surviving the merger (the "Merger") and changing its name to "Safehold Inc." Pursuant to the terms of the Merger Agreement, each Old Safehold share of common stock outstanding immediately prior to the effective time of the Merger (other than certain excluded shares) automatically converted into the right to receive one newly issued share of Issuer common stock. |
| 2. Reflects securities held directly by GIC Private Limited. |
| 3. GIC Real Estate, Inc., the investment manager for SFTY Venture LLC, has the power to vote and dispose of such shares. GIC Real Estate, Inc. shares such powers with GIC Real Estate Private Limited and GIC Private Limited. Each of the Reporting Persons disclaims beneficial ownership of these shares, except to the extent of its pecuniary interest therein, if any. |
| 4. Reflects securities held directly by SFTY Venture LLC. |
| Remarks: |
| GIC PRIVATE LIMITED, By: /s/ Glien Tan Cheng Chuan, Name: Glien Tan Cheng Chuan, Title: Managing Director; By: /s/ Toh Tze Meng, Name: Toh Tze Meng, Title: Senior Vice President | 04/04/2023 | |
| GIC REAL ESTATE PRIVATE LIMITED, By: /s/ Chan Hoe Yin, Name: Chan Hoe Yin, Title: Director | 04/04/2023 | |
| GIC REAL ESTATE, INC., By: /s/ Kristin Leung, Name: Kristin Leung, Title: Managing Director | 04/04/2023 | |
| SFTY VENTURE LLC, By: /s/ Kristin Leung, Name: Kristin Leung, Title: Managing Director | 04/04/2023 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
