Form 4 for SAFE Safehold Inc.
Accepted 2023-03-31 00:00:00 ET · period of report 2023-03-20 · accession 0001415889-23-005719 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| M | 2023-03-31 | 2023-03-20+ | SAFE | SUGARMAN JAY | COB AND CEO, Dir | F - Tax | $0.00 | -525.1K | 1.72M | -23% | $0 |
| M | 2023-03-31 | 2023-03-20+ | SAFE | SUGARMAN JAY | COB AND CEO, Dir | A - Grant | $0.00 | +1.79M | 173.1K | New | $0 |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Common Stock | 2023-03-31 | F | D | 53,433 | $0.00 | 1,717,007 | D | — | — | |
| 2 | Common | Common Stock | 2023-03-31 | A | A | 96,625 | $0.00 | 1,717,007 | D | — | — | (F3) Retention Bonus: In connection with the Merger, the Reporting Person was granted a retention bonus of 96,625 shares of common stock of 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 Safe, which as described above were converted into shares of common stock of New SAFE pursuant to the Merger. |
| 3 | Common | Common Stock | 2023-03-20 | F | D | 468,388 | $0.00 | 1,717,007 | D | — | — | |
| 4 | Common | Common Stock | 2023-03-20 | A | A | 1,516,768 | $0.00 | 1,717,007 | D | — | — | |
| 5 | Common | Common Stock | 2023-03-20 | F | D | 3,292 | $0.00 | 1,717,007 | D | — | — | |
| 6 | Common | Common Stock | 2023-03-20 | A | A | 8,086 | $0.00 | 1,717,007 | D | — | — | (F1) On March 31, 2023, the merger (the "Merger") of Safehold Inc. ("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 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 amount of securities beneficially owned following the reported transactions represents the shares of New SAFE common stock owned on March 31, 2023, the Merger closing date. (F2) iPIP: The Reporting Person was issued 50,535 shares of common stock of iStar and 1,516,768 shares of common stock of 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 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. |
| 7 | Common | Restricted Stock Units | 2023-03-31 | A | A | 173,064 | $0.00 | 173,064 | D | — | — | (F4) 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. |