Star (STHO) Form 4 Star / JAY SUGARMAN ownership change

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

SUGARMAN JAY

(Last) (First) (Middle)

1114 AVENUE OF THE AMERICAS, 39TH FLOOR

(Street)

NEW YORK NY 10036

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Star Holdings [ STHO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
PRESIDENT

3. Date of Earliest Transaction (Month/Day/Year)
03/31/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Shares of Beneficial Interest	03/31/2023		J	V	364,291(1)(2)	A	$0	364,291	D
Common Shares of Beneficial Interest	03/31/2023		J	V	23,235(1)(2)(3)	A	$0	23,235	I	By Family Trusts
Common Shares of Beneficial Interest	03/31/2023		J	V	64,017(1)(2)(3)	A	$0	64,017	I	By Foundation
Common Shares of Beneficial Interest	03/31/2023		J	V	6,203(1)(2)(3)	A	$0	6,203	I	By Spouse

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. On March 31, 2023, pursuant to an Agreement and Plan of Merger, dated August 10, 2022 (the "Merger Agreement"), iStar Inc. ("iStar") and Safehold Inc. ("SAFE)" completed the merger of SAFE with and into iStar ("Merger") with iStar surviving the Merger and changing its name to Safehold Inc. ("New SAFE"; NYSE: SAFE).

2. Prior to the effective date of the Merger and in connection with the Merger, iStar separated its remaining legacy non-ground lease assets and businesses and certain other assets into a separate public company ("Star Holdings") by distributing to iStar's stockholders the issued and outstanding equity interests of Star Holdings (the "Spin-Off"), at a ratio of 0.153 Star Holdings common shares of beneficial interest for each iStar share of common stock. The Reporting Person acquired Star Holdings common shares of beneficial interest in the Spin-Off.

3. The Reporting Person expressly disclaims beneficial ownership of these shares except to the extent of any pecuniary interest therein.

	/s/ Jay Sugarman	04/15/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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