Istar : Annual filing director officer or owner of more than ten percent.

SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL

Form 3 Holdings Reported.

OWNERSHIP

Form 4 Transactions Reported.

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

Explanation of Responses:

1. On August 31, 2018, 4,861 shares of iStar common stock were issued and delivered to the Reporting Person, Ms. Nina Matis, in connection with a payout of amounts available for distribution pursuant to, and in accordance with, vested awards previously made to the Reporting Person under the iStar Inc. 2013 Performance Incentive Plan. After deducting 2,587 shares for applicable tax withholding, the Reporting Person acquired a net amount of 2,274 shares of iStar common stock.

2. On November 6, 2018, 9,721 shares of iStar common stock were issued and delivered to the Reporting Person in connection with a payout of amounts available for distribution pursuant to, and in accordance with, vested awards previously made to the Reporting Person under the iStar Inc. 2013 Performance Incentive Plan. After deducting 5,173 shares for applicable tax withholding, the Reporting Person acquired a net amount of 4,548 shares of iStar common stock.

s/ Nina B Matis 01/10/2019 ** 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.