X0306 4 2012-11-29 0 0001095651 ISTAR FINANCIAL INC SFI 0001220479 SUGARMAN JAY 1114 AVENUE OF THE AMERICAS, 39TH FLOOR NEW YORK NY 10036 1 1 0 0 Chairman and CEO Common Stock 2012-11-29 4 S 0 100000 7.7463 D 2852436 D Common Stock 2012-11-30 4 S 0 88175 7.6745 D 2852436 D Common Stock 44544 I By spouse Restricted Stock Units 3237037 D On November 29 and 30, 2012, a total of 188,175 shares of iStar Financial Inc. (iStar) Common Stock were sold on behalf of the Reporting Person, Mr. Jay Sugarman, in open market sales transactions, as follows: 100,000 shares were sold on November 29, 2012 at an average price of $7.7463 per share, and 88,175 shares were sold on November 30, 2012 at an average price of $7.6745 per share. Following the transactions reported in this Form 4, the Reporting Person is the beneficial owner of a total of 2,896,980 shares of iStar common stock, including 2,852,436 shares owned directly and 44,544 shares owned indirectly by his spouse. The Reporting Person is also the holder of 3,237,037 Restricted Stock Units (Units), representing the right to receive an equivalent number of shares of iStar Common Stock (net of shares deducted for taxes and other withholdings) if and when the Units vest. Table I, Column 5, of this Form 4 reports the amount of shares of iStar Common Stock beneficially owned by the Reporting Person Amount of Securities Beneficially Owned Following Reported Transaction(s) as of the date of this report and corrects information previously reported in a Form 4 filed on March 12, 2012. s/ Jay Sugarman 2012-11-30