UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Safehold Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
78645L100
(CUSIP Number)
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Glien Tan Cheng Chuan
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Toh Tze Meng
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GIC Private Limited
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GIC Private Limited
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168, Robinson Road
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168, Robinson Road
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#37-01, Capital Tower
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#37-01, Capital Tower
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Singapore 068912
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Singapore 068912
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+65 6889 8888
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+65 6889 8888
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
March 31, 2023
(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. ⌧
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other
parties to whom copies are to be sent.
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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.
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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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1.
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Names of Reporting Persons
GIC PRIVATE LIMITED
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
OO
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5.
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Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
☐
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6.
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Citizenship or Place of Organization
Singapore
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Persons
With
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7.
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Sole Voting Power
0
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8.
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Shared Voting Power
0
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
0
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
0
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐
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13.
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Percent of Class Represented by Amount in Row (11)
0.0%
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14.
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Type of Reporting Person:
CO
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1.
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Names of Reporting Persons
GIC Real Estate Private Limited
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
OO
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5.
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Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
☐
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6.
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Citizenship or Place of Organization
Singapore
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Persons
With
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7.
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Sole Voting Power
0
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||||
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8.
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Shared Voting Power
0
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|||||
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
0
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
0
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|||||
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐
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|||||
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13.
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Percent of Class Represented by Amount in Row (11)
0.0%
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14.
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Type of Reporting Person:
CO
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1.
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Names of Reporting Persons
GIC Real Estate, Inc.
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒
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3.
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SEC Use Only
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|||||
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4.
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Source of Funds (See Instructions)
OO
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5.
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Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
☐
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6.
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Citizenship or Place of Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Persons
With
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7.
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Sole Voting Power
0
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8.
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Shared Voting Power
0
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|||||
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
0
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
0
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|||||
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐
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|||||
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13.
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Percent of Class Represented by Amount in Row (11)
0.0%
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14.
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Type of Reporting Person:
CO
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1.
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Names of Reporting Persons.
SFTY Venture LLC
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒
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3.
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SEC Use Only
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|||||
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4.
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Source of Funds (See Instructions)
OO
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5.
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Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
☐
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|||||
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6.
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Citizenship or Place of Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Persons
With
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7.
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Sole Voting Power
0
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||||
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8.
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Shared Voting Power
0
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|||||
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9.
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Sole Dispositive Power
0
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|||||
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10.
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Shared Dispositive Power
0
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|||||
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
0
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|||||
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐
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|||||
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13.
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Percent of Class Represented by Amount in Row (11)
0.0%
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|||||
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14.
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Type of Reporting Person:
OO
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EXPLANATORY NOTE
This Amendment No. 1 to Schedule 13D (“Amendment No. 1”) relates to the shares of common stock, $0.01 par value
per share, (the “Shares”) of Safehold Inc., a Maryland corporation (the “Company”), and amends and supplements the initial statement on Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission on December
27, 2021 (as amended, the “Schedule 13D”). Capitalized terms used but not defined in this Amendment No. 1 shall have the same meanings ascribed to them in the Schedule 13D.
| Item 5. |
Interest in Securities of the Issuer.
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Item 5 of Schedule 13D is hereby amended and restated as follows:
(a) - (b) As of the date hereof, none of the Reporting Persons beneficially own any Shares.
(c) On March 31, 2023, iStar Inc. (“iStar”) acquired the Issuer pursuant to the terms of that certain Agreement and Plan of Merger, dated as of August 10, 2022 (the “Merger
Agreement”), entered into by and among the Issuer and iStar. Pursuant to the Merger Agreement, the Issuer merged with and into iStar, with iStar surviving the merger (the “Merger”) and changing its name to “Safehold Inc.” Pursuant to
the terms of the Merger Agreement, each Issuer share of common stock outstanding immediately prior to the effective time of the Merger (other than certain excluded shares) automatically converted into the right to receive one newly issued share of
iStar common stock. In the Merger, GIC disposed of 2,123,435 Shares, and SFTY Venture disposed of 2,125,000 Shares.
(d) This Item 5(d) is not applicable.
(e) As of March 31, 2023, the Reporting Persons ceased to beneficially own any Shares.
SIGNATURES
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.
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GIC PRIVATE LIMITED
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By:
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/s/ Glien Tan Cheng Chuan
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Name:
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Glien Tan Cheng Chuan
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Title:
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Managing Director
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By:
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/s/ Toh Tze Meng
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Name:
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Toh Tze Meng
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Title:
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Senior Vice President
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GIC REAL ESTATE PRIVATE LIMITED
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By:
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/s/ Chan Hoe Yin
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Name:
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Chan Hoe Yin
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Title:
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Director
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GIC REAL ESTATE, INC.
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By:
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/s/ Kristin Leung
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Name:
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Kristin Leung
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Title:
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Managing Director
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SFTY VENTURE LLC
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By:
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/s/ Kristin Leung
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Name:
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Kristin Leung
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Title:
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Authorized Signatory
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April 4, 2023
Attention: Intentional misstatements or omissions of fact constitute federal violations (see 18 U.S.C. 1001).