Filing Details

 

	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549
	SCHEDULE 13D

(Rule 13d-101)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

 

(Amendment No. 15)*

 

(Name of Issuer)

 

(Title of Class of Securities)

 

(CUSIP Number)

 

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box o.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

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This Amendment No. 15 on Schedule 13D (the Schedule 13D) relating to shares of common stock, $0.01 par value per share (the Shares), of Safehold Inc., a Maryland corporation (the Issuer), is being filed by iStar Inc., a Maryland corporation (iStar), and supplements and amends the statement on Schedule 13D originally filed with the Commission on June 27, 2017 (as amended, the Statement).

 

Item 3.                                                         Source and Amount of Funds or Other Consideration.

 

The aggregate amount of funds used by iStar to acquire the Shares reported in Item 5(c) was $253,331,251.98.  This amount includes (i) $250.0 million used to purchase 12,500,000 limited partnership units in the operating partnership subsidiary of the Issuer on January 2, 2019, which were exchanged for 12,500,000 Shares on May 13, 2019 and (ii) $3,331,251.98 used by iStar to purchase Shares through open-market purchases under a written plan for trading securities within the meaning of Rule 10b5-1 promulgated under the Securities and Exchange Act of 1934, as amended.  iStar used its working capital to make such purchases.

 

Item 4.                                                         Purpose of Transaction.

 

iStars purchases of additional Shares were made in order to increase its equity interest in the Issuer and, in the case of Shares acquired directly from the Issuer, to provide equity capital to the Issuer for use in its business. See also Item 6.

 

Item 5.                                                         Interest in Securities of the Issuer.

 

(a)                                 As of May 13, 2019, iStar owns 20,338,751 Shares directly, or approximately 66.01% of the outstanding Shares.

 

(c)                                  Since filing Amendment No. 14 to the initial Statement, iStar acquired a total of 12,651,014 Shares.

 

iStar purchased 151,014 Shares through open-market purchases conducted under a written plan for trading securities within the meaning of Rule 10b5-1 promulgated under the Securities and Exchange Act of 1934, as amended. Further details regarding these purchases are set forth below.

 

On February 20, 2019, iStar also acquired 46,020 Shares as payment of management fees by the Issuer, as reported in Amendment 13 to the initial Statement.

 

As discussed in Item 6, on January 2, 2019, iStar purchased 12,500,000 newly issued limited partnership units designated as Investor Units of Safehold Operating Partnership L.P., a subsidiary of the Issuer. On May 9, 2019, the Investor Units were exchanged for 12,500,000 Shares, for $20.00 per Investment Unit, following receipt of approval by the Issuers stockholders at its annual meeting of stockholders.

 

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Trade Date		No. of Shares		Price per Share ($)		Cost ($)
February 19, 2019		2,579		19.325		49,838.14
February 20, 2019		2,442		19.410		47,399.22
February 21, 2019		2,488		19.326		48,082.09
February 22, 2019		2,517		19.777		49,778.21
February 25, 2019		2,258		19.845		44,810.24
February 26, 2019		2,800		19.365		54,223.12
February 27, 2019		2,431		19.098		46,426.51
February 28, 2019		2,800		19.333		54,131.84
March 1, 2019		2,780		19.001		52,823.06
March 4, 2019		2,600		19.055		49,543.78
March 5, 2019		2,800		19.346		54,167.40
March 6, 2019		2,800		19.421		54,378.24
March 7, 2019		2,341		19.366		45,335.57
March 8, 2019		2,800		19.326		54,111.68
March 11, 2019		2,221		19.375		43,030.76
March 12, 2019		2,204		19.577		43,148.15
March 13, 2019		2,800		19.736		55,260.52
March 14, 2019		2,800		19.910		55,749.12
March 15, 2019		2,800		20.206		56,577.64
March 18, 2019		2,800		20.785		58,198.84
March 19, 2019		2,100		20.670		43,407.00
March 20, 2019		2,800		20.613		57,717.24
March 21, 2019		1,550		20.997		32,545.51
March 22, 2019		2,800		20.435		57,216.60
March 25, 2019		2,800		20.099		56,276.92
March 26, 2019		2,800		20.702		57,966.16
March 27, 2019		1,604		20.909		33,537.88
March 28, 2019		2,800		21.110		59,109.12
March 29, 2019		2,800		21.547		60,332.72
April 1, 2019		2,800		21.840		61,152.56
April 2, 2019		1,759		21.688		38,148.49
April 3, 2019		2,800		22.390		62,691.44
April 4, 2019		2,800		22.023		61,663.28
April 5, 2019		2,800		22.289		62,409.48
April 8, 2019		2,800		22.563		63,176.40
April 9, 2019		1,699		22.359		37,987.09
April 10, 2019		1,985		22.435		44,533.08
April 11, 2019		2,800		22.883		64,071.56
April 12, 2019		2,522		22.923		57,811.30
April 15, 2019		2,800		23.137		64,782.48
April 16, 2019		2,800		23.124		64,746.64
April 17, 2019		2,700		22.690		61,263.27
April 18, 2019		2,800		23.282		65,188.48
April 22, 2019		2,614		23.068		60,300.54
April 23, 2019		2,800		24.444		68,444.04
April 24, 2019		2,800		24.706		69,175.40
April 25, 2019		2,600		24.664		64,126.40
April 26, 2019		2,689		26.016		69,956.76
April 29, 2019		2,800		25.738		72,066.12
April 30, 2019		2,800		25.522		71,460.48
May 1, 2019		2,800		25.190		70,532.28
May 2, 2019		2,800		24.852		69,584.76
May 3, 2019		2,445		25.080		61,319.87
May 6, 2019		2,800		26.526		74,271.40
May 7, 2019		2,686		26.675		71,650.12
May 8, 2019		2,800		26.326		73,711.68
May 9, 2019		2,800		26.578		74,419.24
May 10, 2019		2,800		26.959		75,484.08

 

Item 6.                                                         Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

 

On January 2, 2019, iStar entered into an Investor Unit Purchase Agreement with the Issuer and Safehold Operating Partnership LP (SAFE OP), pursuant to which iStar purchased from SAFE OP 12,500,000 Investor Units at a purchase price of $20.00 per unit, for a total purchase price of $250.0 million. The Issuer was required to seek stockholder approval to exchange the Investor Units for Shares on a one-on-one basis. On May 9, 2019, the Issuers stockholders approved the exchange and the exchange was completed as of the close of business on May 13, 2019.

 

All Shares are be subject to the voting power limitations contained in the Stockholders Agreement, dated as of January 2, 2019, between the Issuer and iStar, as reported in Amendment No. 13 to the Initial Statement, which limits iStars voting power in SAFE to 41.9%.

 

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SIGNATURE

 

After reasonable inquiry and to the best of his or her knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated:  May 13, 2019

 

	iSTAR INC.
	/s/ Marcos Alvarado
	Marcos Alvarado
	President and Chief Investment Officer

 

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