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Form 4 ISTAR INC. For: Mar 20 Filed by: Rosenblum Garett

March 31, 2023 8:39 PM EDT
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: December 31, 2014
Estimated average burden
hours per response: 0.5
  
 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
Rosenblum Garett
(Last) (First) (Middle)
1114 AVENUE OF THE AMERICAS, 39TH FLR
(Street)
NEW YORK NY 10036
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ISTAR INC. [ SAFE ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
CHIEF ACCOUNTING OFFICER
3. Date of Earliest Transaction (Month/Day/Year)
03/20/2023
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock (1) 03/31/2023   A   4,000 (2) A $ 0 38,207 D  
Common Stock 03/31/2023   F   2,041 D $ 0 38,207 D  
Common Stock 03/20/2023   A   32,618 (3) A $ 0 38,207 D  
Common Stock 03/20/2023   F   6,027 D $ 0 38,207 D  
Restricted Stock Units 03/31/2023   A   8,654 (4) A $ 0 38,207 D  
Common Stock 03/31/2023   A   1,699 (5) A $ 0 38,207 D  
Common Stock 03/31/2023   F   612 D $ 0 38,207 D  
Common Stock 03/31/2023   A   814 (6) A $ 0 38,207 D  
Common Stock 03/31/2023   F   293 D $ 0 38,207 D  
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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 (Month/Day/Year) 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: 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. 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.
2. Retention Bonus: On March 31, 2023, in connection with the Merger, the Reporting Person was granted a retention bonus of 11,500 shares of common stock of Safe. After deducting shares for applicable tax withholding, the Reporting Person received 5,141 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.
3. iPIP: The Reporting Person was issued 27,277 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 21,370 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.
4. New SAFE RSUs: The Reporting Person has been granted 60,105 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.
5. Accelerated RSUs: On March 31, 2023, in connection with the Merger, the Reporting Person was issued 26,468 shares of common stock of iStar upon the accelerated vesting of awards of restricted stock units. After deducting shares for applicable tax withholding, the Reporting Person received 11,382 shares of common stock of iStar, which as described above were reverse split and converted into 0.160 of a share of common stock of New SAFE and are reported on an as-converted basis in amounts of New SAFE shares.
6. Special Dividend on Accelerated RSUs: On March 31, 2023, in connection with the Merger, the Reporting Person was issued 2,027 shares of common stock of Safe as an accrued special dividend on the iStar shares issued upon the accelerated vesting of restricted stock units. After deducting shares for applicable tax withholding, the Reporting Person received 907 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.
/s/ Garett Rosenblum 03/31/2023
** 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 Number.

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