Sec Form 13G Filing - MSD CAPITAL L P filing for SAFEHOLD INC (SAFE) - 2023-04-06

CUSIP NO. 78646V107

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO § 240.13d-2.

(Amendment No. )*

Safehold Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

78646V107

(CUSIP Number)

March 31, 2023

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

The information required in the remainder of this cover page shall not be deemed to be “filed” for purposes 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. 78646V107

CUSIP NO. 78646V107

CUSIP NO. 78646V107

CUSIP NO. 78646V107

CUSIP NO. 78646V107

CUSIP NO. 78646V107

CUSIP NO. 78646V107

CUSIP NO. 78646V107

CUSIP NO. 78646V107

The name of the issuer is Safehold Inc. (the “Company”).

The Company’s principal executive office is located at 1114 Avenue of the Americas, 39^th Floor, New York, New York 10036.

This Schedule 13G is being jointly filed by and on behalf of each of MSD Partners, L.P. (“MSD Partners”), MSD EIV Private Vault, LLC (“MSD EIV Private Vault”), MSD Capital, L.P. (“MSD Capital”), MSD Real Estate Investments II, L.P. (“MSD Real Estate II”), MSD Vault Investments, LLC (“MSD Vault Investments”), Michael S. Dell, Gregg R. Lemkau, and Marc R. Lisker (collectively, the “Reporting Persons”). Each of MSD EIV Private Vault and MSD Vault Investments is the direct owner of the securities covered by this statement.

MSD Partners is the manager of, and may be deemed to beneficially own securities beneficially owned by, MSD EIV Private Vault. MSD Partners (GP), LLC (“MSD GP”) is the general partner of, and may be deemed to beneficially own securities beneficially owned by, MSD Partners. Gregg R. Lemkau maintains investment discretion over this investment and therefore may be deemed to beneficially own securities beneficially owned by MSD GP.

MSD Vault Investments is managed by its sole member, MSD Real Estate II. MSD Capital is the general partner of MSD Real Estate II and may be deemed to beneficially own securities beneficially owned by MSD Vault Investments. MSD Capital Management, LLC (“MSD Capital Management”) is the general partner of, and may be deemed to beneficially own securities beneficially owned by, MSD Capital. Each of Gregg R. Lemkau and Marc R. Lisker is a manager of, and may be deemed to beneficially own securities beneficially owned by, MSD Capital Management. Michael S. Dell is the controlling member of, and may be deemed to beneficially own securities owned by, MSD Capital Management. Each of Messrs. Lemkau and Lisker disclaim beneficial ownership of such securities.

The Reporting Persons have entered into a Joint Filing Agreement, dated April 6, 2023, a copy of which is filed with this Schedule 13G as Exhibit 99.1, pursuant to which the Reporting Persons have agreed to file this statement jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act.

Neither the filing of this statement nor anything herein shall be construed as an admission that any person other than the Reporting Persons is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this statement.

CUSIP NO. 78646V107

The address of the principal business office of MSD Partners, MSD EIV Private Vault, MSD Capital, MSD Real Estate II, MSD Vault Investments, Mr. Lemkau and Mr. Lisker is One Vanderbilt Avenue, 26^th Floor, New York, New York 10017.

The address of the principal business office of Mr. Dell is c/o Dell, Inc., One Dell Way, Round Rock, Texas 78682.

MSD Partners, MSD Capital and MSD Real Estate II are organized as limited partnerships under the laws of the State of Delaware.

MSD Vault Investments and MSD EIV Private Vault are organized as limited liability companies under the laws of the State of Delaware.

Mr. Dell, Mr. Lemkau, and Mr. Lisker are United States citizens.

Common stock, $0.01 par value

78646V107

Not applicable.

CUSIP NO. 78646V107

(a) Amount beneficially owned: 200,400

(b) Percent of class: 0.3% (1)

(c) Number of shares as to which such person has:

(i) Sole power to vote or direct the vote: -0-

(ii) Shared power to vote or direct the vote: 200,400

(iii) Sole power to dispose or direct the disposition: -0-

(iv) Shared power to dispose or direct the disposition: 200,400

(a) Amount beneficially owned: 200,400

(b) Percent of class: 0.3% (1)

(c) Number of shares as to which such person has:

(i) Sole power to vote or direct the vote: -0-

(ii) Shared power to vote or direct the vote: 200,400

(iii) Sole power to dispose or direct the disposition: 0

(iv) Shared power to dispose or direct the disposition: 200,400

(a) Amount beneficially owned: 200,400

(b) Percent of class: 0.3% (1)

(c) Number of shares as to which such person has:

(i) Sole power to vote or direct the vote: -0-

(ii) Shared power to vote or direct the vote: 200,400

(iii) Sole power to dispose or direct the disposition: -0-

(iv) Shared power to dispose or direct the disposition: 200,400

(a) Amount beneficially owned: 5,205,006

(b) Percent of class: 8.1% (1)

(c) Number of shares as to which such person has:

(i) Sole power to vote or direct the vote: -0-

(ii) Shared power to vote or direct the vote: 5,205,006

(iii) Sole power to dispose or direct the disposition: -0-

(iv) Shared power to dispose or direct the disposition: 5,205,006

(a) Amount beneficially owned: 5,205,006

(b) Percent of class: 8.1% (1)

(c) Number of shares as to which such person has:

(i) Sole power to vote or direct the vote: -0-

(ii) Shared power to vote or direct the vote: 5,205,006

(iii) Sole power to dispose or direct the disposition: -0-

(iv) Shared power to dispose or direct the disposition: 5,205,006

CUSIP NO. 78646V107

(a) Amount beneficially owned: 5,205,006

(b) Percent of class: 8.1% (1)

(c) Number of shares as to which such person has:

(i) Sole power to vote or direct the vote: -0-

(ii) Shared power to vote or direct the vote: 5,205,006

(iii) Sole power to dispose or direct the disposition: -0-

(iv) Shared power to dispose or direct the disposition: 5,205,006

(a) Amount beneficially owned: 5,205,006

(b) Percent of class: 8.1% (1)

(c) Number of shares as to which such person has:

(i) Sole power to vote or direct the vote: -0-

(ii) Shared power to vote or direct the vote: 5,205,006

(iii) Sole power to dispose or direct the disposition: -0-

(iv) Shared power to dispose or direct the disposition: 5,205,006

(a) Amount beneficially owned: 5,205,006

(b) Percent of class: 8.1% (1)

(c) Number of shares as to which such person has:

(i) Sole power to vote or direct the vote: -0-

(ii) Shared power to vote or direct the vote: 5,205,006

(iii) Sole power to dispose or direct the disposition: -0-

(iv) Shared power to dispose or direct the disposition: 5,205,006

(a) Amount beneficially owned: 5,405,406

(b) Percent of class: 8.5% (1)

(c) Number of shares as to which such person has:

(i) Sole power to vote or direct the vote: -0-

(ii) Shared power to vote or direct the vote: 5,405,406

(iii) Sole power to dispose or direct the disposition: -0-

(iv) Shared power to dispose or direct the disposition: 5,405,406

(a) Amount beneficially owned: 5,205,006

(b) Percent of class: 8.1% (1)

(c) Number of shares as to which such person has:

(i) Sole power to vote or direct the vote: -0-

(ii) Shared power to vote or direct the vote: 5,205,006

(iii) Sole power to dispose or direct the disposition: -0-

(iv) Shared power to dispose or direct the disposition: 5,205,006

CUSIP NO. 78646V107

If this statement is being filed to report the fact that as of the date hereof each of the Reporting Persons has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.

Not applicable.

Not applicable.

Not applicable.

Not applicable.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: April 6, 2023

EXHIBIT INDEX