0001341004-21-000065.txt : 20210211 0001341004-21-000065.hdr.sgml : 20210211 20210211135924 ACCESSION NUMBER: 0001341004-21-000065 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20210211 DATE AS OF CHANGE: 20210211 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Safehold Inc. CENTRAL INDEX KEY: 0001688852 STANDARD INDUSTRIAL CLASSIFICATION: LESSORS OF REAL PROPERTY, NEC [6519] IRS NUMBER: 814253271 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-90036 FILM NUMBER: 21618580 BUSINESS ADDRESS: STREET 1: 1114 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 212-930-9400 MAIL ADDRESS: STREET 1: 1114 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10036 FORMER COMPANY: FORMER CONFORMED NAME: Safety, Income & Growth, Inc. DATE OF NAME CHANGE: 20170209 FORMER COMPANY: FORMER CONFORMED NAME: Safety Income & Growth REIT, Inc. DATE OF NAME CHANGE: 20161031 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GIC Private Ltd CENTRAL INDEX KEY: 0000936828 IRS NUMBER: 000000000 STATE OF INCORPORATION: U0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 168 ROBINSON ROAD STREET 2: #37-01 CAPITAL TOWER CITY: SINGAPORE STATE: U0 ZIP: 068912 BUSINESS PHONE: 065-6889-8888 MAIL ADDRESS: STREET 1: 168 ROBINSON ROAD STREET 2: #37-01 CAPITAL TOWER CITY: SINGAPORE STATE: U0 ZIP: 068912 FORMER COMPANY: FORMER CONFORMED NAME: GOVERNMENT OF SINGAPORE INVESTMENT CORP PTE LTD DATE OF NAME CHANGE: 20130110 FORMER COMPANY: FORMER CONFORMED NAME: GOVERNMENT OF SINGAPORE INVESTMENT CORP PTE LTD ET AL DATE OF NAME CHANGE: 19950614 SC 13G/A 1 sc13ga2.htm SCHEDULE 13G, AMENDMENT NO. 2

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Safehold Inc.
(Name of Issuer)

Common Stock
(Title of Class of Securities)

78645L100
(CUSIP Number)

December 31, 2020
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
   ☐
Rule 13d-1(b)
     
   ☒
Rule 13d-1(c)
     
   ☐
Rule 13d-1(d)

* 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 the disclosures provided in a prior cover page.
The information required in 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).




CUSIP No. 78645L100

1.
NAMES OF REPORTING PERSONS
GIC Private Limited
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a)   ☐
(b)   ☐
3.
SEC USE ONLY
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
Singapore
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5.
SOLE VOTING POWER
2,123,435
6.
SHARED VOTING POWER
2,125,000
7.
SOLE DISPOSITIVE POWER
2,123,435
8.
SHARED DISPOSITIVE POWER
2,125,000
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,248,435
10.
CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 ☐
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.0%
12.
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO

Percentage is based on 53,205,650 shares of common stock outstanding  as reported in the Issuer’s Prospectus Supplement filed with the Securities and Exchange Commission pursuant to Rule 424(b)(5) on November 12, 2020.




CUSIP No. 78645L100

1.
NAMES OF REPORTING PERSONS
GIC Real Estate Private Limited
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a)   ☐
(b)   ☐
3.
SEC USE ONLY
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
Singapore
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5.
SOLE VOTING POWER
0
6.
SHARED VOTING POWER
2,125,000
7.
SOLE DISPOSITIVE POWER
0
8.
SHARED DISPOSITIVE POWER
2,125,000
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,125,000
10.
CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 ☐
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.0%
12.
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO

Percentage is based on 53,205,650 shares of common stock outstanding  as reported in the Issuer’s Prospectus Supplement filed with the Securities and Exchange Commission pursuant to Rule 424(b)(5) on November 12, 2020.




CUSIP No. 78645L100

1.
NAMES OF REPORTING PERSONS
GIC Real Estate, Inc.
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a)   ☐
(b)   ☐
3.
SEC USE ONLY
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5.
SOLE VOTING POWER
0
6.
SHARED VOTING POWER
2,125,000
7.
SOLE DISPOSITIVE POWER
0
8.
SHARED DISPOSITIVE POWER
2,125,000
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,125,000
10.
CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 ☐
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.0%
12.
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO

Percentage is based on 53,205,650 shares of common stock outstanding  as reported in the Issuer’s Prospectus Supplement filed with the Securities and Exchange Commission pursuant to Rule 424(b)(5) on November 12, 2020.




CUSIP No. 78645L100

1.
NAMES OF REPORTING PERSONS
SFTY Venture LLC
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a)   ☐
(b)   ☐
3.
SEC USE ONLY
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5.
SOLE VOTING POWER
0
6.
SHARED VOTING POWER
2,125,000
7.
SOLE DISPOSITIVE POWER
0
8.
SHARED DISPOSITIVE POWER
2,125,000
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,125,000
10.
CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 ☐
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.0%
12.
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO

Percentage is based on 53,205,650 shares of common stock outstanding  as reported in the Issuer’s Prospectus Supplement filed with the Securities and Exchange Commission pursuant to Rule 424(b)(5) on November 12, 2020.




Item 1(a).
 
Name of Issuer:
     
   
Safehold Inc.
     
Item 1(b).
 
Address of Issuer’s Principal Executive Offices:
     
   
1114 Avenue of the Americas
New York, New York 10036
     
Item 2(a).
 
Name of Person Filing:
     
   
GIC Private Limited
GIC Real Estate Private Limited
GIC Real Estate, Inc.
SFTY Venture LLC
     
The Reporting Persons have entered into a Joint Filing Agreement, a copy of which was filed with the Schedule 13G filed by the Reporting Persons on February 12, 2018, as Exhibit A and is incorporated herein by reference. Pursuant to the Joint Filing Agreement, the Reporting Persons have agreed to file this Schedule 13G/A jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.
     
Item 2(b).
 
Address of Principal Business Office or, if none, Residence:
     
   
GIC Private Limited:
 
168 Robinson Road
#37-01 Capital Tower
Singapore 068912
 
 

GIC Real Estate Private Limited:
 
c/o GIC Private Limited
168 Robinson Road
#37-01 Capital Tower
Singapore 068912
 
 

GIC Real Estate, Inc.:
 
One Bush Street, Suite 1100
San Francisco, California 94104
 
 

SFTY Venture LLC:
 
c/o GIC Real Estate, Inc.
280 Park Avenue, 9th Floor
New York, NY 10017
     
Item 2(c).
 
Citizenship:
     
   
GIC Private Limited – Singapore
GIC Real Estate Private Limited – Singapore
GIC Real Estate, Inc. – Delaware
SFTY Venture LLC – Delaware
     





Item 2(d).
 
Title of Class of Securities:
     
   
Common Stock
     
Item 2(e).
 
CUSIP Number:
     
   
78645L100
     
Item 3.
 
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
     
   
(a)
[  ]
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
   
(b)
[  ]
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
   
(c)
[  ]
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
   
(d)
[  ]
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8);
   
(e)
[  ]
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
   
(f)
[  ]
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
   
(g)
[  ]
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
   
(h)
[  ]
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
   
(i)
[  ]
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
   
(j)
[  ]
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);
   
(k)
[  ]
Group, in accordance with § 240.13d-1(b)(1)(ii)(K).
     
   
If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:  ________________
     
Item 4.
 
Ownership.
     
The aggregate number of securities and percentages of the class of securities of the Issuer beneficially owned by the Reporting Persons named in Item 2(a), as well as the number of securities as to which such persons are deemed to have sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition and shared power to dispose or direct the disposition, is set forth in the following table:
     

   
Number of Shares
 
   
No. of Shares
Beneficially Owned
   
Power to Vote
   
Power to Dispose
       
Reporting Person
 
Sole
   
Shared
   
Sole
   
Shared
   
Percent of Class
 
GIC Private Limited
   
4,248,435
     
2,123,435
1 
   
2,125,000
1,2 
   
2,123,435
1 
   
2,125,000
1,2 
   
8.0
%
GIC Real Estate Private Limited
   
2,125,000
     
0
     
2,125,000
2 
   
0
     
2,125,000
2 
   
4.0
%
GIC Real Estate, Inc.
   
2,125,000
     
0
     
2,125,000
2 
   
0
     
2,125,000
2 
   
4.0
%
SFTY Venture LLC
   
2,125,000
     
0
     
2,125,000
2 
   
0
     
2,125,000
2 
   
4.0
%

1 GIC Private Limited (“GIC”) is a fund manager and only has two clients: the Government of Singapore (“GoS”) and the Monetary Authority of Singapore (“MAS”). Under the investment management agreement with GoS, GIC has been given the sole discretion to exercise the voting rights attached to, and the disposition of, any shares managed on behalf of GoS. As such, GIC has the sole power to vote and the sole power to dispose of 2,123,435 shares beneficially owned by it.
2 2,125,000 shares are held directly by SFTY Venture LLC (“SFTY Venture”). GIC Real Estate, Inc. (“GIC RE Inc.”), the investment manager for SFTY Venture, has the power to vote and dispose of such shares.  GIC RE Inc. shares such powers with GIC Real Estate Private Limited and GIC Private Limited.



Item 5.
 
Ownership of Five Percent or Less of a Class.
     
   
Solely with respect to each of GIC Real Estate Private Limited, GIC Real Estate, Inc., and SFTY Venture LLC:
 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following [X].

Solely with respect to GIC Private Limited:
 
Not applicable.
     
Item 6.
 
Ownership of More than Five Percent on Behalf of Another Person.
     
   
Not applicable.
     
Item 7.
 
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.
     
   
Not applicable.
     
Item 8.
 
Identification and Classification of Members of the Group.
     
   
Not applicable.
     
Item 9.
 
Notice of Dissolution of Group.
     
   
Not applicable.
     
Item 10.
 
Certifications.
     
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
     




SIGNATURE
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.
Dated February 11, 2021
 
GIC PRIVATE LIMITED
 
       
       
 
By:  
/s/ Celine Loh Sze Ling
 
   
Name: Celine Loh Sze Ling
Title: Senior Vice President
 
       
       
 
By:
/s/ Toh Tze Meng
 
   
Name: Toh Tze Meng
Title: Senior Vice President
 
       
       
 
GIC REAL ESTATE PRIVATE LIMITED
 
       
       
 
By:
/s/ Lee Kok Sun
 
   
Name: Lee Kok Sun
Title: Managing Director
 
       
       
 
GIC REAL ESTATE, INC.
 
       
       
 
By:
/s/ Jesse Hom
 
   
Name: Jesse Hom
Title: Senior Vice President
 
       
       
 
By:
/s/ Daniel Santiago
 
   
Name: Daniel Santiago
Title: Vice President
 
       
       
 
SFTY VENTURE LLC
 
       
       
 
By:
/s/ Jesse Hom
 
   
Name: Jesse Hom
Title: Authorized signatory
 
       
       
 
By:
/s/ Daniel Santiago
 
   
Name: Daniel Santiago
Title: Authorized signatory
 
       



Exhibit Index

Exhibit A
Joint Filing Agreement, dated February 12, 2018, entered into by GIC Private Limited, GIC Real Estate Private Limited, GIC Real Estate, Inc. and SFTY Venture LLC (incorporated by reference to Exhibit A to the Schedule 13G filed by those persons on February 12, 2018).