Ownership Submission
FORM 5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Form 3 Holdings Reported
Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

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 *
MATIS NINA
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
__X__ Officer (give title below) _____ Other (specify below)
Vice Chmn/Chief Legal Officer
(Last)
(First)
(Middle)

1114 AVENUE OF THE AMERICAS, 39TH FLOOR
3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2018
(Street)


NEW YORK, NY 10036
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Reporting
(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 (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Amount (A) or (D) Price
Common Stock 08/31/2018   A 4,861 (1) A $ 0 305,998 D  
Common Stock 08/31/2018   F 2,587 (1) D $ 0 305,998 D  
Common Stock 11/06/2018   A 9,721 (2) A $ 0 305,998 D  
Common Stock 11/06/2018   F 5,173 (2) D $ 0 305,998 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 2270 (9-02)

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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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
(Month/Day/Year)
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 at End of Issuer's Fiscal Year
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
MATIS NINA
1114 AVENUE OF THE AMERICAS, 39TH FLOOR
NEW YORK, NY 10036
      Vice Chmn/Chief Legal Officer  

Signatures

s/ Nina B Matis 01/10/2019
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) On August 31, 2018, 4,861 shares of iStar common stock were issued and delivered to the Reporting Person, Ms. Nina Matis, in connection with a payout of amounts available for distribution pursuant to, and in accordance with, vested awards previously made to the Reporting Person under the iStar Inc. 2013 Performance Incentive Plan. After deducting 2,587 shares for applicable tax withholding, the Reporting Person acquired a net amount of 2,274 shares of iStar common stock.
(2) On November 6, 2018, 9,721 shares of iStar common stock were issued and delivered to the Reporting Person in connection with a payout of amounts available for distribution pursuant to, and in accordance with, vested awards previously made to the Reporting Person under the iStar Inc. 2013 Performance Incentive Plan. After deducting 5,173 shares for applicable tax withholding, the Reporting Person acquired a net amount of 4,548 shares of iStar common stock.

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