UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
_______________________________________________________________________________
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): February 25, 2019
 
_______________________________________________________________________________  
Safehold Inc.
(Exact name of registrant as specified in its charter)
 
Maryland
 
001-38122
 
30-0971238
(State or other jurisdiction of
incorporation)
 
(Commission File
Number)
 
(IRS Employer
Identification Number)
 
1114 Avenue of the Americas, 39 th  Floor
New York, New York
 
10036
(Address of principal executive offices)
 
(Zip Code)
 
Registrant’s telephone number, including area code:  (212) 930-9400
  _______________________________________________________________________________

N/A
(Former name or former address, if changed since last report.)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ý

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ý
 



Item 5.03      Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The company amended its charter on February 25, 2019 to change its name from Safety, Income & Growth Inc. to Safehold Inc.

Item 9.01
Financial Statements and Exhibits.
Exhibit 3(i)         Articles of Amendment


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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
Safehold Inc.
Date:
February 26, 2019
By:
/s/ ANDREW C. RICHARDSON
 
 
 
Andrew C. Richardson
  Chief Financial Officer
(principal financial and accounting officer)




3
Exhibit 3(i) SAFETY, INCOME & GROWTH INC. ARTICLES OF AMENDMENT THIS IS TO CERTIFY THAT: FIRST: The charter of Safety, Income & Growth Inc., a Maryland corporation (the “Corporation”), is hereby amended by deleting existing Article II in its entirety and substituting in lieu thereof a new article to read as follows: ARTICLE II NAME The name of the corporation (the “Corporation”) is: Safehold Inc. SECOND: The amendment to the charter of the Corporation as set forth above has been duly approved by at least a majority of the entire Board of Directors of the Corporation as required by law. The amendment set forth herein is made without action by the stockholders of the Corporation, pursuant to Section 2-605(a)(1) of the Maryland General Corporation Law. THIRD: The undersigned acknowledges these Articles of Amendment to be the corporate act of the Corporation and as to all matters or facts required to be verified under oath, the undersigned acknowledges that to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury. -Signature page follows-

 
IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment to be signed in its name and on its behalf by its Chairman and Chief Executive Officer and attested to by its Secretary on this 22nd day of February, 2019. ATTEST: SAFETY, INCOME & GROWTH INC. /s/ Geoffrey M. Dugan By: /s/ Jay Sugarman (SEAL) Name: Geoffrey M. Dugan Name: Jay Sugarman Title: Secretary Title: Chairman and Chief Executive Officer