Sec Form 4 Filing - SUGARMAN JAY @ ISTAR FINANCIAL INC - 2012-11-29

Insider filing report for Changes in Beneficial Ownership
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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
SUGARMAN JAY
2. Issuer Name and Ticker or Trading Symbol
ISTAR FINANCIAL INC [ SFI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chairman and CEO
(Last) (First) (Middle)
1114 AVENUE OF THE AMERICAS, 39TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
11/29/2012
(Street)
NEW YORK, NY10036
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 11/29/2012 S 100,000 ( 1 ) D $ 7.7463 2,852,436 ( 1 ) ( 3 ) D
Common Stock 11/30/2012 S 88,175 ( 1 ) D $ 7.6745 2,852,436 ( 1 ) ( 3 ) D
Common Stock 44,544 I By spouse
Restricted Stock Units 3,237,037 ( 2 ) D
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
SUGARMAN JAY
1114 AVENUE OF THE AMERICAS, 39TH FLOOR
NEW YORK, NY10036
X Chairman and CEO
Signatures
s/ Jay Sugarman 11/30/2012
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On November 29 and 30, 2012, a total of 188,175 shares of iStar Financial Inc. (iStar) Common Stock were sold on behalf of the Reporting Person, Mr. Jay Sugarman, in open market sales transactions, as follows: 100,000 shares were sold on November 29, 2012 at an average price of $7.7463 per share, and 88,175 shares were sold on November 30, 2012 at an average price of $7.6745 per share. Following the transactions reported in this Form 4, the Reporting Person is the beneficial owner of a total of 2,896,980 shares of iStar common stock, including 2,852,436 shares owned directly and 44,544 shares owned indirectly by his spouse.
( 2 )The Reporting Person is also the holder of 3,237,037 Restricted Stock Units (Units), representing the right to receive an equivalent number of shares of iStar Common Stock (net of shares deducted for taxes and other withholdings) if and when the Units vest.
( 3 )Table I, Column 5, of this Form 4 reports the amount of shares of iStar Common Stock beneficially owned by the Reporting Person Amount of Securities Beneficially Owned Following Reported Transaction(s) as of the date of this report and corrects information previously reported in a Form 4 filed on March 12, 2012.

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* 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).

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