SEC Form SC 13D/A filed by Safehold Inc. New (Amendment)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Safehold Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

78645L100

(CUSIP Number)

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

March 31, 2023

(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. ⌧

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

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).

EXPLANATORY NOTE

This Amendment No. 1 to Schedule 13D (“Amendment No. 1”) relates to the shares of common stock, $0.01 par value per share, (the “Shares”) of Safehold Inc., a Maryland corporation (the “Company”), and amends and supplements the initial statement on Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission on December 27, 2021 (as amended, the “Schedule 13D”). Capitalized terms used but not defined in this Amendment No. 1 shall have the same meanings ascribed to them in the Schedule 13D.

Item 5 of Schedule 13D is hereby amended and restated as follows:

(a) - (b) As of the date hereof, none of the Reporting Persons beneficially own any Shares.

(c) On March 31, 2023, iStar Inc. (“iStar”) acquired the Issuer pursuant to the terms of that certain Agreement and Plan of Merger, dated as of August 10, 2022 (the “Merger Agreement”), entered into by and among the Issuer and iStar.  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 Issuer 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 iStar common stock. In the Merger, GIC disposed of 2,123,435 Shares, and SFTY Venture disposed of 2,125,000 Shares.

(d) This Item 5(d) is not applicable.

(e) As of March 31, 2023, the Reporting Persons ceased to beneficially own any Shares.

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

April 4, 2023

Attention: Intentional misstatements or omissions of fact constitute federal violations (see 18 U.S.C. 1001).