0001415889-23-005919.txt : 20230404 0001415889-23-005919.hdr.sgml : 20230404 20230404140015 ACCESSION NUMBER: 0001415889-23-005919 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230331 FILED AS OF DATE: 20230404 DATE AS OF CHANGE: 20230404 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ISTAR INC. CENTRAL INDEX KEY: 0001095651 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-15371 FILM NUMBER: 23796416 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 NAME: FORMER CONFORMED NAME: ISTAR FINANCIAL INC DATE OF NAME CHANGE: 20000501 FORMER NAME: FORMER CONFORMED NAME: STARWOOD FINANCIAL INC DATE OF NAME CHANGE: 19990923 ISSUER: 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 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 4 1 form4-04042023_020402.xml X0407 4 2023-03-31 0001095651 ISTAR INC. SAFE 0001095651 ISTAR INC. 1114 AVENUE OF THE AMERICAS, 39TH FLOOR NEW YORK NY 10036 false false true false 0 Common stock, $0.01 par value per share 2023-03-31 4 S 0 5405406 37 D 0 D Common stock, $0.01 par value per share 2023-03-31 4 J 0 2504897 0 D 0 D Common stock, $0.01 par value per share 2023-03-31 4 J 0 13522651 0 D 0 I subsidiary Common stock, $0.01 par value per share 2023-03-31 4 J 0 275000 0 D 0 D On March 31, 2023, Reporting Person and Issuer completed the merger of Issuer with and into Reporting Person ("Merger") pursuant to Agreement and Plan of Merger, dated August 10, 2022, between Reporting Person and Issuer (the "Merger Agreement"). In the Merger, each Share owned by Reporting Person was cancelled as of March 31. 2023. Prior to that date and in connection with the Merger, the Reporting Person (i) contributed 13,522,651 Shares to Star Holdings, a former subsidiary of Reporting Person that was spun off to Reporting Person's stockholders on March 31, 2023; (ii) sold 5,405,406 Shares to a third party purchaser at a price of $37.00 per Share in a previously announced private sale transaction; (iii) terminated all of its performance incentive plans known as "iPIP" and paid amounts due to iPIP participants, including 2,504,897 Shares; and (iv) granted retention awards of 275,000 Shares to certain of Reporting Person's employees. After giving effect to the Merger, the Reporting Person beneficially owns no securities of the Issuer. The foregoing descriptions of the Merger and the Merger Agreement do not purport to be complete and are qualified entirely by reference to the Merger Agreement, a copy of which is included as an exhibit to Schedule 13D, Amendment No. 26, dated April 4, 2023 filed by the Reporting Person. /s/ Geoffrey M. Dugan, Secretary 2023-04-03