0001104659-16-112532.txt : 20160419 0001104659-16-112532.hdr.sgml : 20160419 20160419171810 ACCESSION NUMBER: 0001104659-16-112532 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20160414 ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20160419 DATE AS OF CHANGE: 20160419 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ISTAR INC. CENTRAL INDEX KEY: 0001095651 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 956881527 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-15371 FILM NUMBER: 161579763 BUSINESS ADDRESS: STREET 1: 1114 AVENUE OF THE AMERICAS STREET 2: 39TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 2129309400 MAIL ADDRESS: STREET 1: 1114 AVENUE OF THE AMERICAS STREET 2: 39TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 FORMER COMPANY: FORMER CONFORMED NAME: ISTAR FINANCIAL INC DATE OF NAME CHANGE: 20000501 FORMER COMPANY: FORMER CONFORMED NAME: STARWOOD FINANCIAL INC DATE OF NAME CHANGE: 19990923 8-K 1 a16-8591_18k.htm 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported April 14, 2016

iStar Inc.

(Exact name of registrant as specified in its charter)

Maryland		1-15371		95-6881527
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification Number)

1114 Avenue of the Americas, 39th Floor New York, New York		10036
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (212) 930-9400

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 5.03

Amendment to Articles of Incorporation By-Laws Change in Fiscal Year.

On April 14, 2016, iStar Inc. filed Articles Supplementary pursuant to §3-802 of the Maryland General Corporation Law implementing resolutions adopted by iStar’s Board of Directors prohibiting the company from electing to be subject to §§3-803, 3-804 and 3-805 of the Maryland Unsolicited Takeovers Act.

This summary of the Articles Supplementary is qualified in its entirety by reference to the Articles Supplementary filed as Exhibit 3.1 hereto and incorporated herein by reference.

ITEM 9.01

Financial Statements and Exhibits.

Exhibit 3.01 Articles Supplementary.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

		iSTAR INC.


Date:	April 19, 2016	By:	/s/ David DiStaso
			David DiStaso
			Chief Financial Officer

EXHIBIT INDEX

Exhibit
Number		Description

3.01		Articles Supplementary.

EX-3.01 2 a16-8591_1ex3d01.htm EX-3.01

Exhibit 3.01

iSTAR INC.

ARTICLES SUPPLEMENTARY

iStar Inc., a Maryland corporation (the “Corporation:”), hereby certifies to the State Department of Assessments and Taxation of Maryland, that:

FIRST: Under a power contained in Section 3-802(c) of the Maryland General Corporation Law (the “MGCL”), the Corporation, by resolution of its Board of Directors (the “Board of Directors”) duly adopted at a meeting duly called and held, prohibited the Corporation from electing to be subject to Sections 3-803, 3-804 and 3-805 of the MGCL as provided herein.

SECOND: The resolution referred to above provides that the Corporation is prohibited from electing to be subject to the provisions of Sections 3-803, 3-804 and 3-805 of the MGCL, and that the foregoing prohibition may not be repealed unless the repeal of such prohibition is approved by the stockholders of the Corporation by the affirmative vote of at least a majority of the votes cast on the matter by stockholders entitled to vote generally in the election of directors.

THIRD: The election to prohibit the Corporation from becoming subject to Sections 3-803, 3-804 and 3-805 of the MGCL without the stockholder approval referenced above has been approved by the Board of Directors in the manner and by the vote required by law.

FOURTH: The undersigned officer acknowledges these Articles Supplementary to be the act of the Corporation and, as to all matters or facts required to be verified under oath, the undersigned officer acknowledges that, to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the Corporation has caused these Articles Supplementary to be executed under seal in its name and on its behalf by its Chief Executive Officer and attested by its Secretary on this 14th day of April, 2016.

ATTEST:		iStar Inc.


/s/ Geoffrey M. Dugan		/s/ Jay Sugarman
Geoffrey M. Dugan		Jay Sugarman
Secretary		Chairman and Chief Executive Officer