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

Reporting relationship: 10%+ Owner
Issuer ticker: SAFE
Reported as of: 31 Mar 2023
Net transaction value: -$200,000,022
SEC form: 4
Accepted by SEC: 04 Apr 2023, 14:00:15 UTC
Prior SEC filing: 22 Mar 2023
Source filing: View source filing
Reporting owner signature: /s/ Geoffrey M. Dugan, Secretary

Key filing fact

Safehold Inc. filed Form 4 for ISTAR INC. (SAFE) on 04 Apr 2023.

Key facts

This page summarizes Safehold Inc.'s Form 4 filing for ISTAR INC. (SAFE).
4 reported transactions and 0 derivative rows are listed below.
Accepted by SEC: 04 Apr 2023, 14:00.

Change

Previous filing in this sequence was filed on 22 Mar 2023.
Current net transaction value: -$200,000,022.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

SAFE transaction

Common stock, $0.01 par value per share

Sale

Transaction value: $200,000,022
Shares: -5,405,406
Change %: -100%
Price: $37.00
Shares after: 0
Date: 31 Mar 2023
Ownership: Direct
Footnotes: F1, F2, F3

SAFE transaction

Common stock, $0.01 par value per share

Other

Transaction value: $0
Shares: -2,504,897
Change %: -100%
Price: $0.000000^*
Shares after: 0
Date: 31 Mar 2023
Ownership: Direct
Footnotes: F1, F2, F3

SAFE transaction

Common stock, $0.01 par value per share

Other

Transaction value: $0
Shares: -13,522,651
Change %: -100%
Price: $0.000000^*
Shares after: 0
Date: 31 Mar 2023
Ownership: subsidiary
Footnotes: F1, F2, F3

SAFE transaction

Common stock, $0.01 par value per share

Other

Transaction value: $0
Shares: -275,000
Change %: -100%
Price: $0.000000^*
Shares after: 0
Date: 31 Mar 2023
Ownership: Direct
Footnotes: F1, F2, F3

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Explanation of responses 3 footnotes

Footnote 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.

Footnote 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.

Footnote 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.