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. 17)*

 

(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 persons 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. 17 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 $314,645,032. iStar used its working capital to make such purchases. In addition, iStar received 64,101 Shares as payment of third quarter 2019 management fees under its management agreement with the Issuer.

 

Item 4.                                                         Purpose of Transaction

 

iStars purchases of additional Shares, as reported in Item 5(c) of this Statement, 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 November 22, 2019, iStar beneficially owns 31,166,602 Shares directly, or approximately 65.2% of the outstanding Shares. Annex A sets forth the number of Shares and the aggregate percentage of the outstanding Shares beneficially owned by each of iStars executive officers and directors.

 

(c)                                  Since filing Amendment No. 16 to the initial Statement, iStar acquired a total of 10,432,439 Shares (including 64,101 Shares received on October 31, 2019 as payment of quarterly management fees).

 

iStar acquired 544,809 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.

 

As discussed on Item 6, on August 12, 2019, iStar purchased 6,000,000 Shares pursuant to a private placement purchase agreement with the Issuer at a purchase price of $28.00 per share, equal to the public offering price per share in the concurrent public offering of the Shares. For more information, please see the Issuers Current Report on Form 8-K, filed with the Commission on August 12, 2019.

 

As discussed on Item 6, on November 22, 2019, iStar purchased 3,823,529 Shares pursuant to a private placement purchase agreement with the Issuer at a purchase price of $34.00 per share, equal to the public offering price per share in the concurrent public offering of the Shares. For more information, please see the Issuers Current Report on Form 8-K, filed with the Commission on November 22, 2019.

 

On October 31, 2019, iStar acquired 64,101 Shares in payment of the quarterly management fee due for the third quarter 2019 pursuant to the Management Agreement between the Issuer and SFTY Manager LLC, a wholly-owned subsidiary of iStar.

 

Trade Date		No. of Shares		Price per Share ($)		Cost ($)
July 29, 2019		5,000		33.807		169,120.00
July 30, 2019		5,000		33.254		166,356.00
July 31, 2019		5,000		33.191		166,040.00
August 1, 2019		5,000		33.428		167,229.50
August 2, 2019		4,730		33.254		158,494.74
August 14, 2019		7,500		28.529		214,101.00
August 15, 2019		7,500		28.178		211,467.00
August 15, 2019		25,000		28.624		716,027.50
August 16, 2019		7,500		28.963		217,350.75

 

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August 19, 2019		7,500		29.065		218,117.25
August 20, 2019		7,500		29.080		218,227.50
August 21, 2019		7,500		28.877		216,705.75
August 22, 2019		7,500		28.835		216,393.00
August 23, 2019		7,500		28.378		212,967.75
August 26, 2019		12,000		28.587		343,258.80
August 26, 2019		7,500		28.568		214,389.00
August 27, 2019		7,500		28.892		216,824.25
August 28, 2019		7,500		29.090		218,306.25
August 29, 2019		7,500		28.999		217,622.25
August 30, 2019		7,500		28.929		217,100.25
September 03, 2019		7,500		29.164		218,864.25
September 04, 2019		7,500		28.955		217,296.75
September 05, 2019		7,500		28.786		216,026.25
September 06, 2019		7,500		28.023		210,303.00
September 09, 2019		7,500		27.090		203,303.25
September 10, 2019		7,500		27.362		205,345.50
September 11, 2019		7,365		28.175		207,634.08
September 11, 2019		27,580		28.435		784,722.71
September 12, 2019		7,500		29.027		217,830.00
September 12, 2019		30,004		29.175		875,891.77
September 13, 2019		7,500		30.350		227,741.25
September 16, 2019		7,500		30.282		227,247.00
September 17, 2019		15,000		29.905		448,833.00
September 17, 2019		7,500		29.831		223,863.00
September 18, 2019		7,302		29.966		218,940.98
September 18, 2019		7,909		29.988		237,311.13
September 19, 2019		6,808		29.911		203,750.50
September 19, 2019		13,800		29.885		412,660.02
September 20, 2019		7,500		29.652		222,521.25
September 23, 2019		7,500		29.980		224,982.00
September 24, 2019		7,500		29.974		224,939.25
September 25, 2019		7,500		29.913		224,479.50
September 26, 2019		7,500		29.921		224,541.75
September 27, 2019		7,500		29.984		225,244.50
September 30, 2019		7,500		30.346		227,728.50
October 01, 2019		7,500		31.112		233,548.50
October 02, 2019		7,500		31.668		237,789.75
October 03, 2019		7,500		30.043		247,952.25
October 04, 2019		7,500		33.580		251,981.25
October 07, 2019		7,500		34.320		257,532.00
October 08, 2019		7,500		34.432		258,374.25
October 09, 2019		7,361		34.211		251,955.25
October 10, 2019		7,500		34.711		260,465.25
October 11, 2019		7,500		34.555		259,296.75
October 14, 2019		7,098		34.291		243,524.58
October 15, 2019		7,500		34.431		258,360.00
October 16, 2019		7,500		34.128		256,089.75
October 17, 2019		7,500		34.187		256,536.75
October 18, 2019		7,500		34.020		255,282.00
October 21, 2019		7,400		34.278		253,783.00
October 22, 2019		7,500		34.315		257,496.75
October 23, 2019		7,500		34.053		255,529.50
October 24, 2019		7,500		34.030		255,390.75
October 25, 2019		7,500		33.420		250,784.25
October 28, 2019		452		34.773		15,273.40

 

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

 

On August 12, 2019, iStar entered into a private placement purchase agreement with the Issuer, pursuant to which iStar purchased from the Issuer 6,000,000 Shares at a purchase price of $28.00 per share, for a total purchase price of $168,000,000.  On November 22, 2019, iStar entered into a private placement purchase agreement with the Issuer, pursuant to which iStar purchased from the Issuer 3,823,529 Shares at a purchase price of $34.00 per share, for a total purchase price of $129,999,986.

 

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 the Issuer to 41.9%.

 

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Annex A

 

INFORMATION REGARDING THE DIRECTORS AND
EXECUTIVE OFFICERS OF iSTAR, INC.

 

I.                                        Set forth below is the name and present principal occupation or employment of each director and executive officer of iStar.  Unless otherwise indicated, all persons identified below are United States citizens.  Directors of iStar are identified by an asterisk.

 

Name		Principal Occupation/Employment
*Jay Sugarman		Chairman and Chief Executive Officer of iStar Inc.
*Clifford de Souza		Private investor
*Robin Josephs		Private investor
*Barry Ridings		Senior advisor, Lazard Freres & Co.
*Richard Lieb		Senior advisor, Greenhill & Co., LLC
Marcos Alvarado		President and Chief Investment Officer

 

II.                                   Set forth below are the number of Shares, and the percentage of the outstanding Shares, beneficially owned by each of the directors and executive officers of iStar Inc.  Directors of iStar are identified by an asterisk.

 

Name		No. of Shares		% of Outstanding Shares
*Jay Sugarman		104,782	+	**
*Clifford de Souza		2,500		**
*Robin Josephs		41,250	*	**
*Barry Ridings		2,500		**
*Richard Lieb		0		**
Marcos Alvarado		25,891		**

 

+ This consists of 31,764 Shares owned by Mr. Sugarman and 73,018 Shares owned by trusts.

* This consists of 6,250 Shares owned by Ms. Josephs, 25,000 owned by her family trust, and 10,000 restricted stock units granted to her on May 8, 2019, representing the right to receive 10,000 Shares when the units settle on July 1, 2022. These restricted stock units are fully vested as of the grant date.

** Under 0.1%.

 

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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: November 22, 2019

 

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

 

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