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):  March 22, 2013

iStar Financial Inc.

(Exact name of registrant as specified in its charter)

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))

Item 8.01. Other Events.

Jay Sugarman, the chairman and chief executive officer of iStar Financial Inc., a Maryland corporation (the “Company”), intends to enter into a trading plan pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, covering the sale from time to time of up to 962,963 shares of the Company’s common stock owned by him over a 12-month period.  The number of shares covered by the plan is equal to the number of restricted stock units held by Mr. Sugarman that are expected to vest on January 1, 2014.  The plan contemplates that shares will be sold in monthly pro rata installments, subject to certain criteria.  Any unsold shares in a particular month may be added to future monthly sales.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

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