Sec Form 4 Filing - Richardson Andrew C @ ISTAR INC. - 2019-02-28

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 Richardson Andrew C 2. Issuer Name and Ticker or Trading Symbol ISTAR INC. [ STAR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) former CFO (Last) (First) (Middle) C/O ISTAR, 1114 AVENUE OF THE AMERICAS 39TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 02/28/2019 (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 Restricted Stock Units 02/28/2019 A V 11,429 ( 1 ) A $ 0 0 D Restricted Stock Units 05/14/2019 J V 11,429 ( 1 ) D $ 0 0 D Restricted Stock Units 05/14/2019 J V 60,000 ( 2 ) D $ 0 0 D Common Stock 03/30/2019 A V 20,000 A $ 0 26,882 D Common Stock 03/30/2019 F V 7,643 D $ 0 26,882 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 Richardson Andrew C C/O ISTAR 1114 AVENUE OF THE AMERICAS 39TH FLOOR NEW YORK, NY10036 former CFO Signatures s/ Andrew C Richardson 05/24/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Effective on February 28, 2019, the Reporting Person was granted a long-term incentive equity award in the total amount of 11,429 Restricted Stock Units (Units). The Units represent the right to receive an equivalent number of shares of iStar common stock (net of shares deducted for applicable taxes and other withholdings) if and when the Units vest. Subject to the terms of the award agreement, the Units were scheduled to vest in equal annual installments in January 2020, January 2021 and January 2022 if certain service conditions were satisfied. Effective May 14, 2019, upon the Reporting Person's voluntary termination of employment with iStar, these 11,429 unvested Units (together with other unvested Units previously granted to the Reporting Person -- see Footnote 2 below) were forfeited. ( 2 )Effective May 14, 2019, upon the Reporting Person's voluntary termination of employment with iStar, 60,000 unvested Restricted Stock Units previously granted to the Reporting Person were forfeited.

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).

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