Statement of Changes in Beneficial Ownership (4)
April 04 2023 - 6:41PM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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GIC Private Ltd |
2. Issuer Name and Ticker or Trading Symbol
ISTAR INC.
[
SAFE
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
168 ROBINSON ROAD, #37-01 CAPITAL TOWER |
3. Date of Earliest Transaction
(MM/DD/YYYY)
3/31/2023 |
(Street)
SINGAPORE, U0 068912 |
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
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X
_ Form filed by More than One Reporting Person
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(City)
(State)
(Zip)
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Rule 10b5-1(c) Transaction Indication
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to
satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 3/31/2023 | | A(1) | | 2123435 | A | (1) | 2123435 | I | See Footnote (2)(3) |
Common Stock | 3/31/2023 | | A(1) | | 2125000 | A | (1) | 2125000 | I | See Footnote (3)(4) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
(1) | Reflects securities acquired pursuant to the terms that certain Agreement and Plan of Merger, dated as of August 10, 2022 (the "Merger Agreement"), entered into by and among Safehold Inc. ("Old Safehold") and iStar Inc. (the "Issuer"). Pursuant to the Merger Agreement, the Issuer merged with and into iStar, with iStar surviving the merger (the "Merger") and changing its name to "Safehold Inc." Pursuant to the terms of the Merger Agreement, each Old Safehold share of common stock outstanding immediately prior to the effective time of the Merger (other than certain excluded shares) automatically converted into the right to receive one newly issued share of Issuer common stock. |
(2) | Reflects securities held directly by GIC Private Limited. |
(3) | GIC Real Estate, Inc., the investment manager for SFTY Venture LLC, has the power to vote and dispose of such shares. GIC Real Estate, Inc. shares such powers with GIC Real Estate Private Limited and GIC Private Limited. Each of the Reporting Persons disclaims beneficial ownership of these shares, except to the extent of its pecuniary interest therein, if any. |
(4) | Reflects securities held directly by SFTY Venture LLC. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
GIC Private Ltd 168 ROBINSON ROAD #37-01 CAPITAL TOWER SINGAPORE, U0 068912 | X |
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GIC Real Estate Private Ltd C/O GIC PRIVATE LIMITED 168 ROBINSON ROAD, #37-01 CAPITAL TOWER SINGAPORE, U0 068912 | X |
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GIC Real Estate, Inc. ONE BUSH STREET, SUITE 1000 SAN FRANCISCO, CA 94104 | X |
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SFTY Venture LLC C/O GIC REAL ESTATE, INC. 280 PARK AVENUE, 9TH FLOOR NEW YORK, NY 10017 | X |
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Signatures
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GIC PRIVATE LIMITED, By: /s/ Glien Tan Cheng Chuan, Name: Glien Tan Cheng Chuan, Title: Managing Director; By: /s/ Toh Tze Meng, Name: Toh Tze Meng, Title: Senior Vice President | | 4/4/2023 |
**Signature of Reporting Person | Date |
GIC REAL ESTATE PRIVATE LIMITED, By: /s/ Chan Hoe Yin, Name: Chan Hoe Yin, Title: Director | | 4/4/2023 |
**Signature of Reporting Person | Date |
GIC REAL ESTATE, INC., By: /s/ Kristin Leung, Name: Kristin Leung, Title: Managing Director | | 4/4/2023 |
**Signature of Reporting Person | Date |
SFTY VENTURE LLC, By: /s/ Kristin Leung, Name: Kristin Leung, Title: Managing Director | | 4/4/2023 |
**Signature of Reporting Person | Date |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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