Sec Form 4 Filing - ADLER DEAN S @ Safety, Income & Growth, Inc. - 2017-06-27

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

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person ADLER DEAN S 2. Issuer Name and Ticker or Trading Symbol Safety, Income & Growth, Inc. [ SAFE] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 2929 ARCH STREET, SUITE 1650 3. Date of Earliest Transaction (MM/DD/YY) 06/27/2017 (Street) PHILADELPHIA, PA19104 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price Common Stock, par value $0.01 per share 06/27/2017 A 10,000 ( 1 ) A $ 0 10,000 ( 2 ) ( 3 ) D Common Stock, par value $0.01 per share 750,000 ( 4 ) I See footnotes ( 2 ) ( 4 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other ADLER DEAN S 2929 ARCH STREET, SUITE 1650 PHILADELPHIA, PA19104 X

Signatures /s/ Dean S. Adler 06/29/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The shares are held of record by Mr. Dean S. Adler for the benefit of Lubert-Adler Real Estate Fund VII-B, L.P. ("L-A RE Fund VII-B"), of which Mr. Adler is the member of the ultimate general partner. The shares were fully vested on the grant date. ( 2 )Mr. Adler expressly disclaims beneficial ownership of the reported shares except to the extent of his pecuniary interest therein. ( 3 )Represents shares held of record for the benefit of L-A RE Fund VII-B. ( 4 )The shares are held of record by SFTY VII-B, LLC ("SFTY"). SFTY's sole member is 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 and Ira M. Lubert are members of L-A Holdings VII-B LLC. As a result, each of Mr. Adler, Mr. Lubert, L-A Holdings VII-B LLC, L-A Holdings VII-B LP, L-A Group VII-B LLC and L-A RE Fund VII-B may be deemed to share beneficial ownership of the reported shares.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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