Form 4 for SAFE Safehold Inc.

Accepted 2023-04-04 00:00:00 ET · period of report 2023-03-31 · accession 0001415889-23-005919 · 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	ΔOwn	Value
M	2023-04-04	2023-03-31	SAFE	ISTAR INC.	10%	J - Other	$0.00	-2.78M	-100%	$0
	2023-04-04	2023-03-31	SAFE	ISTAR INC.	10%	S - Sale	$37.00	-5.41M	-100%	-$200.00M
I	2023-04-04	2023-03-31	SAFE	ISTAR INC.	10%	J - Other	$0.00	-13.52M	-100%	$0

Purchase Sale Sale after option exercise All abbreviations

Every reported transaction

#	Table	Security	Date	Code	A/D	Shares	Price	Own	Exercise / expiry	Underlying	Footnotes
1	Common	Common stock, $0.01 par value per share	2023-03-31	J	D	2,504,897	$0.00	D	—	—	(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. (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. (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.
2	Common	Common stock, $0.01 par value per share	2023-03-31	S	D	5,405,406	$37.00	D	—	—	(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. (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. (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.
3	Common	Common stock, $0.01 par value per share	2023-03-31	J	D	275,000	$0.00	D	—	—	(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. (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. (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.
4	Common	Common stock, $0.01 par value per share	2023-03-31	J	D	13,522,651	$0.00	I subsidiary	—	—	(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. (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. (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.