(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. 15)*

(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. 15 on Schedule 13D (the “Schedule 13D”) relating to shares of common stock, $0.01 par value per share (the “Shares”), of Safehold 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 $253,331,251.98.  This amount includes (i) $250.0 million used to purchase 12,500,000 limited partnership units in the operating partnership subsidiary of the Issuer on January 2, 2019, which were exchanged for 12,500,000 Shares on May 13, 2019 and (ii) $3,331,251.98 used by iStar to purchase Shares through open-market purchases 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.  iStar used its working capital to make such purchases.

Item 4.                                                         Purpose of Transaction.

iStar’s purchases of additional Shares were made in order to increase its equity interest in the Issuer and, in the case of Shares acquired directly from the Issuer, to provide equity capital to the Issuer for use in its business. See also Item 6.

Item 5.                                                         Interest in Securities of the Issuer.

(a)                                 As of May 13, 2019, iStar owns 20,338,751 Shares directly, or approximately 66.01% of the outstanding Shares.

(c)                                  Since filing Amendment No. 14 to the initial Statement, iStar acquired a total of 12,651,014 Shares.

iStar purchased 151,014 Shares through 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.

On February 20, 2019, iStar also acquired 46,020 Shares as payment of management fees by the Issuer, as reported in Amendment 13 to the initial Statement.

As discussed in Item 6, on January 2, 2019, iStar purchased 12,500,000 newly issued limited partnership units designated as “Investor Units” of Safehold Operating Partnership L.P., a subsidiary of the Issuer. On May 9, 2019, the Investor Units were exchanged for 12,500,000 Shares, for $20.00 per Investment Unit, following receipt of approval by the Issuer’s stockholders at its annual meeting of stockholders.

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

On January 2, 2019, iStar entered into an Investor Unit Purchase Agreement with the Issuer and Safehold Operating Partnership LP (“SAFE OP”), pursuant to which iStar purchased from SAFE OP 12,500,000 Investor Units at a purchase price of $20.00 per unit, for a total purchase price of $250.0 million. The Issuer was required to seek stockholder approval to exchange the Investor Units for Shares on a one-on-one basis. On May 9, 2019, the Issuer’s stockholders approved the exchange and the exchange was completed as of the close of business on May 13, 2019.

All Shares are be subject to the voting power limitations contained in the Stockholder’s Agreement, dated as of January 2, 2019, between the Issuer and iStar, as reported in Amendment No. 13 to the Initial Statement, which limits iStar’s voting power in SAFE to 41.9%.

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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:  May 13, 2019

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