Safehold Inc. - Mar 31, 2023 Form 4 Insider Report for ISTAR INC. (SAFE)

Role
10%+ Owner
Signature
/s/ Geoffrey M. Dugan, Secretary
Stock symbol
SAFE
Transactions as of
Mar 31, 2023
Transactions value $
-$200,000,022
Form type
4
Date filed
4/4/2023, 02:00 PM
Previous filing
Mar 22, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction SAFE Common stock, $0.01 par value per share Sale -$200M -5.41M -100% $37.00 0 Mar 31, 2023 Direct F1, F2, F3
transaction SAFE Common stock, $0.01 par value per share Other $0 -2.5M -100% $0.00* 0 Mar 31, 2023 Direct F1, F2, F3
transaction SAFE Common stock, $0.01 par value per share Other $0 -13.5M -100% $0.00* 0 Mar 31, 2023 subsidiary F1, F2, F3
transaction SAFE Common stock, $0.01 par value per share Other $0 -275K -100% $0.00* 0 Mar 31, 2023 Direct F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On March 31, 2023, Reporting Person and Issuer completed the merger of Issuer with and into Reporting Person ("Merger") pursuant to Agreement and Plan of Merger, dated August 10, 2022, between Reporting Person and Issuer (the "Merger Agreement"). In the Merger, each Share owned by Reporting Person was cancelled as of March 31. 2023.
F2 Prior to that date and in connection with the Merger, the Reporting Person (i) contributed 13,522,651 Shares to Star Holdings, a former subsidiary of Reporting Person that was spun off to Reporting Person's stockholders on March 31, 2023; (ii) sold 5,405,406 Shares to a third party purchaser at a price of $37.00 per Share in a previously announced private sale transaction; (iii) terminated all of its performance incentive plans known as "iPIP" and paid amounts due to iPIP participants, including 2,504,897 Shares; and (iv) granted retention awards of 275,000 Shares to certain of Reporting Person's employees. After giving effect to the Merger, the Reporting Person beneficially owns no securities of the Issuer.
F3 The foregoing descriptions of the Merger and the Merger Agreement do not purport to be complete and are qualified entirely by reference to the Merger Agreement, a copy of which is included as an exhibit to Schedule 13D, Amendment No. 26, dated April 4, 2023 filed by the Reporting Person.