Star Holdings — Director's Dealing 2024

Mar 15, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Star Holdings (STHO)
CIK: 0001953366
Period of Report: 2024-03-06

Reporting Person: COWEN INC. (N/A)
Reporting Person: Cowen Overseas Investment LP (N/A)
Reporting Person: COWEN AND COMPANY, LLC (N/A)
Reporting Person: Cowen Holdings, Inc. (N/A)
Reporting Person: RCG LV Pearl LLC (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2024-03-06	Common Shares of Beneficial Interest	P	9307	$12.0131	Acquired	987299	Indirect
2024-03-06	Common Shares of Beneficial Interest	S	1012	$11.9544	Disposed	986287	Indirect
2024-03-07	Common Shares of Beneficial Interest	P	1746	$11.8494	Acquired	355730	Indirect
2024-03-07	Common Shares of Beneficial Interest	S	14000	$11.8055	Disposed	341730	Indirect

Footnotes

F1: This Form 4 is filed jointly by Cowen Inc., Cowen Overseas Investment LP ("COIL"), Cowen and Company, LLC ("Cowen and Company"), Cowen Holdings, Inc. ("Cowen Holdings") and RCG LV Pearl LLC ("RCG", and collectively, the "Reporting Persons").

F2: Each of the Reporting Persons declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) of the US Securities Exchange Act of 1934, as amended (the "Exchange Act"), or any other purpose, (i) acting (or has agreed or is agreeing to act together with any other person) as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding or disposing of securities of the Issuer or otherwise with respect to the Issuer or any securities of the Issuer or (ii) a member of any group with respect to the Issuer or any securities of the Issuer. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.

F3: Represents securities owned directly by COIL. RCG is the sole owner of COIL. Cowen Inc. is the sole member of RCG. In such capacities, each of RCG and Cowen Inc. may be deemed to beneficially own the securities owned directly by COIL, but disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.

F4: Represents securities owned directly by Cowen and Company. Cowen Holdings is the sole member of Cowen and Company. RCG is the sole owner of Cowen Holdings. Cowen Inc. is the sole member of RCG. In such capacities, each of Cowen Holdings, RCG and Cowen Inc. may be deemed to beneficially own the securities owned directly by Cowen and Company, but disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.

F5: The transaction was executed in multiple trades in prices ranging from $11.91 to $12.17, inclusive. The price reported in Column 4 above reflects the weighted average purchase price. The Reporting Persons hereby undertake to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares purchased at each respective price within the range set forth in this footnote.

F6: The transaction was executed in multiple trades in prices ranging from $11.95 to $11.995, inclusive. The price reported in Column 4 above reflects the weighted average sale price. The Reporting Persons hereby undertake to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each respective price within the range set forth in this footnote.

F7: The transaction was executed in multiple trades in prices ranging from $11.8334 to $11.874, inclusive. The price reported in Column 4 above reflects the weighted average purchase price. The Reporting Persons hereby undertake to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares purchased at each respective price within the range set forth in this footnote.

F8: The transaction was executed in multiple trades in prices ranging from $11.8052 to $11.8063, inclusive. The price reported in Column 4 above reflects the weighted average sale price. The Reporting Persons hereby undertake to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each respective price within the range set forth in this footnote.

F9: The sales by COIL on March 6, 2024 (reported herein) and on March 8 and March 11, 2024 (reported in a separate Form 4) of an aggregate 7,513 shares were matchable under Section 16(b) of the Exchange Act with the purchases by COIL and Cowen and Company of an aggregate 7,513 shares on March 6 and March 7, 2024 (reported herein) and on March 11 and March 12, 2024 (reported in a separate Form 4). The Reporting Persons have agreed to deliver a payment to the Issuer in the amount of $2,284.27, which represents the full amount of the profit realized in connection with these short-swing transactions under Section 16(b) of the Exchange Act.