Istar : An amendment to a SC 13D filing

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(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. 13)*

Safety, Income & Growth Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

78649D104

(CUSIP Number)

Marcos Alvarado iStar Inc.

1114 Avenue of the Americas New York, New York 10036

[phone]

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

January 2, 2019

(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).

CUSIP No. 78649D104

• 1 Name of Reporting Person iStar Inc.

• 2 Check the Appropriate Box if a Member of a Group

  (a)

  (b)

• 3 SEC Use Only

  o x

• 4 Source of Funds WC

• 5 Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) o

• 6 Citizenship or Place of Organization Maryland

Number of Shares Beneficially Owned by Each Reporting Person With

• 7 Sole Voting Power 7,647,317

• 8 Shared Voting Power 0

• 9 Sole Dispositive Power 7,647,317

• 10 Shared Dispositive Power 0

• 11 Aggregate Amount Beneficially Owned by Each Reporting Person 7,647,317

• 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o

• 13 Percent of Class Represented by Amount in Row (11) 41.8%

14

Type of Reporting Person CO

2

This Amendment No. 13 on Schedule 13D (the "Schedule 13D") relating to shares of common stock, $0.01 par value per share (the "Shares"), of Safety, Income & Growth 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 $3,562,086.55. The aggregate amount of funds used by iStar to acquire the Investor Units reported in Item 6 is $250.0 million. iStar used its working capital to make such purchases.

Item 4.

Purpose of Transaction.

iStar purchased additional Shares, as reported in Item 5(c) of this Statement, and the Investor Units reported in Item 6 of this Statement in order to increase its equity interest in the Issuer. See also Item 6.

Item 5.

Interest in Securities of the Issuer.

• (a) As of December 31, 2018, iStar owns 7,647,317 Shares directly, or approximately 41.8% of the outstanding Shares.

  As discussed in Item 6, on January 2, 2019, iStar purchased 12,500,000 newly issued limited partnership units designated as "Investor Units" of Safety Income and Growth Operating Partnership L.P. a subsidiary of the Issuer. The Issuer has agreed to seek stockholder approval to exchange the Investor Units for Shares on a one-for-one basis. On a pro forma basis, giving effect to the issuance of 12,500,000 Shares to iStar in such exchange, iStar will own 20,147,317 Shares representing 65.5% of the outstanding Shares.

• (c) Since filing Amendment No. 12 to the initial Statement, iStar purchased 210,042 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.

3

Trade Date
October 26, 2018	8,200	17.697	145,115
October 29, 2018	7,137	17.567	125,375
October 30, 2018	3,528	17.437	61,516
October 31, 2018	5,929	17.697	104,926
November 1, 2018	5,625	18.049	101,527
November 2, 2018	5,854	17.951	105,085
November 5, 2018	4,104	18.033	74,008
November 6, 2018	5,951	18.606	110,723
November 7, 2018	2,455	18.408	45,192
November 8, 2018	1,268	18.567	23,543
November 12, 2018	1,998	18.534	37,031
November 13, 2018	7,000	18.924	132,471
November 14, 2018	5,172	18.811	97,290
November 15, 2018	2,350	18.619	43,756
November 16, 2018	7,000	18.866	132,060
November 19, 2018	5,905	19.073	112,626
November 20, 2018	4,076	18.974	77,337
November 21, 2018	1,733	19.146	33,180
November 23, 2018	912	19.194	17,505
November 26, 2018	1,406	19.148	26,922
November 27, 2018	4,393	19.361	85,052
November 28, 2018	4,655	19.615	91,307
November 29, 2018	5,400	19.874	107,321
November 30, 2018	5,400	19.819	107,020
December 3, 2018	3,671	19.458	71,430
December 4, 2018	2,420	18.870	45,664

No. of Shares

Price per Share ($)

Cost ($)

4