SEC Filing | Safehold Inc.

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SEC FORM 4 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^*

ADLER DEAN S

(Last)

(First)

(Middle)

2400 MARKET STREET, SUITE 301

(Street)

PHILADELPHIA

19103-3033

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Safehold Inc. [ SAFE ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
05/09/2019

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.01 per share	05/09/2019		A		10,000⁽¹⁾	A	$0.00	780,000⁽²⁾	I	See footnotes⁽²⁾⁽³⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Represents grant of shares issued directly to SFTY VII-B, LLC ("SFTY") for Mr. Dean S. Adler's services as a director of the Issuer. The shares were fully vested on the grant date. Shares owned following the reported transaction gives effect to the transfer from Mr. Adler to SFTY of shares held by Mr. Adler for SFTY's benefit.

2. The shares are held of record by SFTY. SFTY's sole member is Lubert-Adler Real Estate Fund VII-B, L.P. ("L-A RE Fund VII-B"). L-A RE Fund VII-B's general partner is Lubert-Adler Group VII-B, LLC ("L-A Group VII-B LLC"). L-A Group VII-B LLC's sole member is Lubert-Adler Group VII-B Holdings, L.P. ("L-A Holdings VII-B LP"). L-A Holdings VII-B LP's general partner is Lubert-Adler Group VII-B Holdings, LLC ("L-A Holdings VII-B LLC"). Mr. Adler is one of two members of L-A Holdings VII-B LLC. As a result, Mr. Adler may be deemed to share beneficial ownership of the reported shares.

3. Mr. Adler expressly disclaims beneficial ownership of the reported shares except to the extent of his pecuniary interest therein.

Remarks:

Exhibit 24.1- Power of Attorney

	/s/ R. Eric Emrich, as attorney-in-fact for Dean S. Adler	07/07/2020
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

                                                                    Exhibit 24.1

                                  July 2, 2020

                               POWER OF ATTORNEY

     KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints each of R. Eric Emrich, Mark Kripke, Gerald A. Ronon and Michael
Trachtenberg, signing singly, the undersigned's true and lawful attorney-in-fact
to: (i) execute for and on behalf of the undersigned, in the undersigned's
capacity as an officer and/or director and/or owner of greater than 10% of the
outstanding Common Stock of Safehold Inc., a Maryland corporation (the
"Company"), Forms 3, 4 and 5 (including any amendments, supplements or exhibits
thereto) in accordance with Section 16(a) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), and the rules thereunder, as well as a
Schedule 13D or Schedule 13G in accordance with Section 13(d) of the Exchange
Act and the rules thereunder and any amendments thereto; (ii) do and perform any
and all acts for and on behalf of the undersigned which may be necessary or
desirable to complete and execute any such Form 3, 4 or 5 and Schedule 13D or
13G (including any amendments, supplements or exhibits thereto) and timely file
such forms with the United States Securities and Exchange Commission and any
stock exchange or similar authority, including the New York Stock Exchange; and
(iii) take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.

     The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in- fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming,
nor is the Company assuming, any of the undersigned's responsibilities to comply
with Section 16 or Section 13 of the Exchange Act. This Power of Attorney shall
remain in full force and effect until the undersigned is no longer required to
file reports or schedules under Section 16 and Section 13(d) of the Exchange Act
with respect to the undersigned's holdings of and transactions in securities
issued by the Company, unless earlier revoked by the undersigned in a signed
writing delivered to the foregoing attorneys-in-fact.

                 [Remainder of page intentionally left blank.]

     IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of date first written above.


                                          /s/ Dean S. Adler
                                          -----------------------------------
                                          Name: Dean S. Adler










                  Section 16 Power of Attorney Signature Page