Jay Sugarman - Mar 20, 2023 Form 4/A Insider Report for Safehold Inc. (SAFE)

Role
CHAIRMAN AND CEO, Director
Signature
Austin Lee, as Attorney-in-Fact for Jay Sugarman
Stock symbol
SAFE
Transactions as of
Mar 20, 2023
Transactions value $
$0
Form type
4/A
Date filed
4/2/2024, 05:05 PM
Date Of Original Report
Mar 31, 2023
Previous filing
Dec 30, 2022
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 +8.09K +1.31% $0.00 626K Mar 20, 2023 Direct F1, F2, F3
transaction SAFE Common Stock Tax liability $0 -3.29K -0.53% $0.00 623K Mar 20, 2023 Direct
transaction SAFE Common Stock Award $0 +1.52M +243.62% $0.00 2.14M Mar 20, 2023 Direct
transaction SAFE Common Stock Tax liability $0 -468K -21.89% $0.00 1.67M Mar 20, 2023 Direct
transaction SAFE Common Stock Award $0 +96.6K +5.78% $0.00 1.77M Mar 31, 2023 Direct F4
transaction SAFE Common Stock Tax liability $0 -53.4K -3.02% $0.00 1.71M Mar 31, 2023 Direct
transaction SAFE Common Stock Award $0 +173K +10.1% $0.00 1.89M Mar 31, 2023 Direct F5
holding SAFE Common Stock 109K Mar 20, 2023 By Family Trusts F6
holding SAFE Common Stock 69.9K Mar 20, 2023 By Foundation F7
holding SAFE Common Stock 9.59K Mar 20, 2023 By Spouse F8
* 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. ("Old 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 Old 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 number of securities reflected in this Form 4 are reported on an as-converted basis in amounts of New SAFE shares, after giving effect to the reverse stock split.
F2 iPIP: The Reporting Person was issued 50,535 shares of common stock of iStar and 1,516,768 shares of common stock of Old 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 a net amount of 29,962 shares of common stock of iStar and 1,048,380 shares of common stock of Old 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.
F3 This Form 4A amends a Form 4 filed on March 31, 2023 that incorrectly reported the number of shares directly owned by the Reporting Person due to (A) a calculation error regarding (i) the cumulative ownership in column 5 and (ii) prior ownership of iStar shares and the reverse split, and (B) not reflecting 208,856 Old Safe shares received as a dividend on December 7, 2022 that converted into 208,856 New SAFE shares in connection with the Merger.
F4 Retention Bonus: In connection with the Merger, the Reporting Person was granted a retention bonus of 96,625 shares of common stock of Old 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. After deducting shares for applicable tax withholding, the Reporting Person received a net amount of 43,192 shares of common stock of Old Safe, which as described above were converted into shares of common stock of New SAFE pursuant to the Merger.
F5 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.
F6 This Form 4A amends a Form 4 filed on March 31, 2023 that incorrectly reported the number of shares indirectly owned by the Reporting Person held in a Family Trust due to a calculation error regarding prior ownership of iStar shares and the reverse stock split and not reflecting 11,624 Old Safe shares received as a dividend on December 7, 2022 that converted into 11,624 New SAFE shares in connection with the Merger.
F7 This Form 4A amends a Form 4 filed on March 31, 2023 that incorrectly reported the number of shares indirectly owned by the Reporting Person held in a Foundation due to not reflecting 2,997 Old Safe shares received as a dividend on December 7, 2022 that converted into 2,997 New SAFE shares in connection with the Merger.
F8 This Form 4A amends a Form 4 filed on March 31, 2023 that incorrectly reported the number of shares indirectly owned by the Reporting Person by his spouse due to not reflecting 3,103 Old Safe shares received as a dividend on December 7, 2022 that converted into 3,103 New SAFE shares in connection with the Merger.