UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549
	SCHEDULE 13D

(Rule 13d-101)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

 

(Amendment No. 5)*

 

(Name of Issuer)

 

(Title of Class of Securities)

 

(CUSIP Number)

 

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

 

(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 o.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

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).

 

 

 

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This Amendment No. 5 on Schedule 13D (the “Schedule 13D”) relating to shares of common stock, $0.01 par value per share (the “Shares”), of Safety, Income and Growth, Inc., a Maryland corporation (the “Issuer”), is being filed by iStar Inc., a Maryland corporation (“iStar”), and supplements and amends the statement on Schedule 13D originally filed with the Commission on June 27, 2017 (as amended, the “Statement”).

 

Item 3.                                                         Source and Amount of Funds or Other Consideration.

 

The aggregate amount of funds used by iStar to acquire the shares reported in Item 5(c) was $4,398,590.81. iStar used its working capital to make such purchases.

 

Item 4.                                                         Purpose of Transaction.

 

iStar purchased additional Shares, as reported in Item 5(c) of this Statement, in order to increase its equity interest in the Issuer. See also Item 6.

 

Item 5.                                                         Interest in Securities of the Issuer.

 

(a)                                 As of September 12, 2017, iStar owns 6,029,596 Shares directly, or approximately 33.1% of the outstanding Shares. Annex A sets forth changes in the number of Shares and the aggregate percentage of the outstanding Shares beneficially owned by iStar’s executive officers and directors since the previous Statement filed by iStar.

 

(c)                                  Since filing Amendment No. 4 to the initial Statement, iStar purchased 224,332 shares of Common Stock of the Issuer pursuant to open-market purchases conducted under a “written plan for trading securities” within the meaning of Rule 10b5-1 promulgated under the Securities and Exchange Act of 1934, as amended. Further details regarding these purchases are set forth below and in Annex B.

 

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Date		No. of Shares		Price per Share ($)		Cost ($)
August 28, 2017		22,931		19.54		448,493.67
August 29, 2017		24,332		19.53		475,595.71
August 30, 2017		19,707		19.66		387,741.13
August 31, 2017		19,600		19.71		386,721.72
September 1, 2017		16,738		19.74		330,736.19
September 5, 2017		25,955		19.58		508,715.40
September 6, 2017		19,369		19.72		382,361.49
September 7, 2017		27,636		19.51		539,717.26
September 8, 2017		25,419		19.50		496,033.99
September 11, 2017		22,645		19.52		442,474.24

 

Item 6.                                                         Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

 

On June 28, 2017, iStar entered into a 10b5-1 plan under which iStar may buy, from time to time in the open market, up to $24.5 million in Shares when the market price per Share is below $20.00. Trusts established by Jay Sugarman, iStar’s and the Issuer’s Chairman and Chief Executive Officer, and Geoffrey Jervis, iStar’s and the Issuer’s Chief Operating Officer and Chief Financial Officer, may also purchase up to $500,000 of Shares, in the aggregate, under such 10b5-1 plan. All purchases under the 10b5-1 plan will be made in compliance with Rule 10b-18 under the Securities Exchange Act of 1934.

 

SIGNATURE

 

After reasonable inquiry and to the best of his or her knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated:  September 12, 2017

 

 

	iSTAR INC.
	/s/ Jay Sugarman
	Jay Sugarman
	Chief Executive Officer

 

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Annex A

 

INFORMATION REGARDING THE DIRECTORS AND
EXECUTIVE OFFICERS OF iSTAR INC.

 

I.                                        Set forth below are updates in the number of Shares, and the percentage of the outstanding Shares, beneficially owned by executive officers and directors of iStar Inc. since the last filing of the Statement. Each director of iStar is identified by an asterisk.

 

Name		No. of Shares		% of Outstanding Shares
*Jay Sugarman		60,256		0.3	%
Geoffrey Jervis		38,661		0.2	%

 

 

Annex B

 

Set forth below are the transactions in Shares that were effected by iStar’s directors and executive officers since the filing of Amendment No. 3 to the Statement

 

				No. of
Name		Date		Shares		Transaction		Price			Method
Jay Sugarman*		August 28, 2017		234		Acquisition		$	4,576.67		Open-market purchase
		August 29, 2017		248		Acquisition		$	4,847.43		Open-market purchase
		August 30, 2017		202		Acquisition		$	3,974.41		Open-market purchase
		August 31, 2017		200		Acquisition		$	3,946.14		Open-market purchase
		September 1, 2017		170		Acquisition		$	3,359.13		Open-market purchase
		September 5, 2017		264		Acquisition		$	5,174.37		Open-market purchase
		September 6, 2017		198		Acquisition		$	3,908.70		Open-market purchase
		September 7, 2017		282		Acquisition		$	5,507.32		Open-market purchase
		September 8, 2017		260		Acquisition		$	5,073.72		Open-market purchase
		September 11, 2017		232		Acquisition		$	4,533.18		Open-market purchase
Geoffrey Jervis		August 28, 2017		234		Acquisition		$	4,576.67		Open-market purchase
		August 29, 2017		249		Acquisition		$	4,866.98		Open-market purchase
		August 30, 2017		200		Acquisition		$	3,935.06		Open-market purchase
		August 31, 2017		200		Acquisition		$	3,946.14		Open-market purchase
		September 1, 2017		171		Acquisition		$	3,378.89		Open-market purchase
		September 5, 2017		265		Acquisition		$	5,213.57		Open-market purchase
		September 6, 2017		197		Acquisition		$	3,888.96		Open-market purchase
		September 7, 2017		282		Acquisition		$	5,507.32		Open-market purchase
		September 8, 2017		259		Acquisition		$	5,054.20		Open-market purchase
		September 11, 2017		230		Acquisition		$	4,494.11		Open-market purchase

 

*  These shares were purchased by trusts for the benefit of Mr. Sugarman’s family.