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Safehold Inc. — Major Shareholding Notification 2019
May 14, 2019
32137_mrq_2019-05-14_d5c6ce75-57f0-41e4-b150-e43d20aa81cd.zip
Major Shareholding Notification
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SC 13D/A 1 a19-9903_4sc13da.htm SC 13D/A
| 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)*
Safehold Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
78649D104
(CUSIP Number)
Marcos Alvarado
iStar Inc.
1114 Avenue of the Americas
New York, New York 10036
(212) 930-9400
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
May 13, 2019
(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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| CUSIP No. 78649D104 — 1 | Name of Reporting Person iStar Inc. | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group | |
| (a) | o | |
| (b) | x | |
| 3 | SEC Use Only | |
| 4 | Source of Funds WC | |
| 5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) o | |
| 6 | Citizenship or Place of Organization Maryland | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 7 | Sole Voting Power 20,344,351 |
| 8 | Shared Voting Power 0 | |
| 9 | Sole Dispositive Power 20,344,351 | |
| 10 | Shared Dispositive Power 0 | |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 20,344,351 | |
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o | |
| 13 | Percent of Class Represented by Amount in Row (11) 66.01% | |
| 14 | Type of Reporting Person CO |
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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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