SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Washington, D.C. 20549
SCHEDULE 13G
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)
November 20, 2019
(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
0
|
|
|
6.
|
SHARED VOTING POWER
3,348,435
|
||
|
7.
|
SOLE DISPOSITIVE POWER
0
|
||
|
8.
|
SHARED DISPOSITIVE POWER
3,348,435
|
||
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,348,435
|
||
|
10.
|
CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
|
||
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.1%‡
|
||
|
12.
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
||
‡ Percentage is based on 47,331,786 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 20, 2019.
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
3,348,435
|
||
|
7.
|
SOLE DISPOSITIVE POWER
0
|
||
|
8.
|
SHARED DISPOSITIVE POWER
3,348,435
|
||
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,348,435
|
||
|
10.
|
CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
|
||
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.1%‡
|
||
|
12.
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
||
‡ Percentage is based on 47,331,786 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 20, 2019.
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
3,348,435
|
||
|
7.
|
SOLE DISPOSITIVE POWER
0
|
||
|
8.
|
SHARED DISPOSITIVE POWER
3,348,435
|
||
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,348,435
|
||
|
10.
|
CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
|
||
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.1%‡
|
||
|
12.
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
||
‡ Percentage is based on 47,331,786 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 20, 2019.
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
3,348,435
|
||
|
7.
|
SOLE DISPOSITIVE POWER
0
|
||
|
8.
|
SHARED DISPOSITIVE POWER
3,348,435
|
||
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,348,435
|
||
|
10.
|
CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
|
||
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.1%‡
|
||
|
12.
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
||
‡ Percentage is based on 47,331,786 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 20, 2019.
| 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
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
#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
#37-01 Capital Tower
Singapore 068912
GIC Real Estate, Inc.:
One Bush Street, Suite 1100
San Francisco, California 94104
San Francisco, California 94104
SFTY Venture LLC:
c/o GIC Real Estate, Inc.
280 Park Avenue, 9th Floor
New York, NY 10017
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:
|
||||||||||||||||||||||||
|
Reporting Person
|
Number of Shares
|
|||||||||||||||||||||||
|
No. of Shares Beneficially Owned
|
Power to Vote
|
Power to Dispose
|
Percent of Class
|
|||||||||||||||||||||
|
Sole
|
Shared
|
Sole
|
Shared
|
|||||||||||||||||||||
|
GIC Private Limited
|
3,348,435
|
0
|
3,348,435
|
1
|
0
|
3,348,435
|
1
|
7.1
|
%
|
|||||||||||||||
|
GIC Real Estate Private Limited
|
3,348,435
|
0
|
3,348,435
|
1
|
0
|
3,348,435
|
1
|
7.1
|
%
|
|||||||||||||||
|
GIC Real Estate, Inc.
|
3,348,435
|
0
|
3,348,435
|
1
|
0
|
3,348,435
|
1
|
7.1
|
%
|
|||||||||||||||
|
SFTY Venture LLC
|
3,348,435
|
0
|
3,348,435
|
1
|
0
|
3,348,435
|
1
|
7.1
|
%
|
|||||||||||||||
1 3,348,435 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.
|
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 November 27, 2019
|
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/ Denise Wu
|
||
|
Name: Denise Wu
|
|||
|
Title: Vice President
|
|||
|
SFTY VENTURE LLC
|
|||
|
By:
|
/s/ Jesse Hom
|
||
|
Name: Jesse Hom
|
|||
|
Title: Authorized signatory
|
|||
|
By:
|
/s/ Denise Wu
|
||
|
Name: Denise Wu
|
|||
|
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).
|