Marcos Alvarado - Mar 20, 2023 Form 4 Insider Report for ISTAR INC. (SAFE)

Role
PRESIDENT & CIO, Director
Signature
/s/ Marcos Alvarado
Stock symbol
SAFE
Transactions as of
Mar 20, 2023
Transactions value $
$0
Form type
4
Date filed
3/31/2023, 08:39 PM
Previous filing
Jan 23, 2023
Next filing
Mar 22, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction SAFE Common Stock Award $0 +58.5K +10.43% $0.00 620K Mar 31, 2023 Direct F1, F2
transaction SAFE Common Stock Tax liability $0 -32.4K -4.96% $0.00 620K Mar 31, 2023 Direct
transaction SAFE Common Stock Award $0 +682K $0.00 620K Mar 20, 2023 Direct F3
transaction SAFE Common Stock Tax liability $0 -148K -19.25% $0.00 620K Mar 20, 2023 Direct
transaction SAFE Restricted Stock Units Award $0 +173K $0.00 173K Mar 31, 2023 Direct F4
transaction SAFE Common Stock Award $0 +13.1K +2.16% $0.00 620K Mar 31, 2023 Direct F5
transaction SAFE Common Stock Tax liability $0 -7.24K -1.15% $0.00 620K Mar 31, 2023 Direct
transaction SAFE Common Stock Award $0 +6.26K +1.02% $0.00 620K Mar 31, 2023 Direct F6
transaction SAFE Common Stock Tax liability $0 -3.46K -0.56% $0.00 620K Mar 31, 2023 Direct
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On March 31, 2023, the merger (the "Merger") of Safehold Inc. ("Safe") with and into iStar Inc. ("iStar") closed, with iStar Inc. surviving the Merger and changing its name to Safehold Inc. ("New SAFE"; NYSE: SAFE). In the Merger and related transactions, (1) each outstanding share of common stock of Safe was converted into one share of common stock of New SAFE, and (2) each outstanding share of common stock of iStar was reverse split and converted into 0.160 of a share of common stock of New SAFE. The amount of securities beneficially owned following the reported transactions represents the shares of New SAFE common stock owned on March 31, 2023, the Merger closing date.
F2 Retention Bonus: On March 31, 2023, in connection with the Merger, the Reporting Person was granted a retention bonus of 58,500 shares of common stock of Safe. After deducting shares for applicable tax withholding, the Reporting Person received 26,150 shares of common stock of Safe, which as described above were converted into one share of common stock of New SAFE in the merger and are reported on an as-converted basis in amounts of New SAFE shares.
F3 iPIP: The Reporting Person was issued 681,913 shares of common stock of Safe on March 20, 2023, subject to stop transfer restrictions, in connection with termination of the iStar Inc. Performance Incentive Plan ("iPIP") and distributions made to iPIP participants pursuant to the Merger. After deducting shares for applicable tax withholding, the Reporting Person received 534,225 shares of common stock of Safe, which as described above were converted into shares of common stock of New SAFE pursuant to the Merger and are reported on an as-converted basis in amounts of New SAFE shares.
F4 New SAFE RSUs: The Reporting Person has been granted 173,064 restricted stock units (Units), representing the right to receive an equivalent number of shares of common stock of New SAFE (net of applicable taxes and other withholdings) if and when the Units vest. The Units will vest proportionately over four years in annual installments , subject to the Reporting Person's continuing employment through each vesting date.
F5 Accelerated RSUs: On March 31, 2023, in connection with the Merger, the Reporting Person was issued 81,087 shares of common stock of iStar upon the accelerated vesting of awards of restricted stock units. After deducting shares for applicable tax withholding, the Reporting Person received 36,568 shares of common stock of iStar, which as described above were reverse split and converted into 0.160 of a share of common stock of New SAFE and are reported on an as-converted basis in amounts of New SAFE shares.
F6 Special Dividend on Accelerated RSUs: On March 31, 2023, in connection with the Merger, the Reporting Person was issued 6,263 shares of common stock of Safe as an accrued special dividend on the iStar shares issued upon the accelerated vesting of restricted stock units. After deducting shares for applicable tax withholding, the Reporting Person received 2,800 shares of common stock of Safe, which as described above were converted into one share of common stock of New SAFE in the merger and are reported on an as-converted basis in amounts of New SAFE shares.