CTO Realty Growth, Inc. — Director's Dealing 2016

Jan 30, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CONSOLIDATED TOMOKA LAND CO (CTO)
CIK: 0000023795
Period of Report: 2016-01-27

Reporting Person: Albright John P (Director, President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-01-27	Common Stock	A	6000	—	Acquired	249509	Direct
2016-01-28	Common Stock	F	729	$45.29	Disposed	248780	Direct

Footnotes

F1: Restricted shares one-third of which vest on each of the first, second and third anniversaries of January 28, 2016, provided that the reporting person is an employee of the Issuer on those dates. The fair market value of the common stock on the date of the grant was $45.10 per share, but the fair market value of the award when vested will be the fair market value of the common stock on each vesting date.

F2: On 1/28/2016, 2,666 shares of restricted common stock of the Issuer, which were awarded to the reporting person on 1/28/2015, became vested and unrestricted. A portion of the vesting shares were withheld by the Issuer in order to satisfy the reporting person's tax liability.

F3: This amount includes the 6,000 restricted shares reported above, as well as 7,334 additional shares of restricted common stock which vest over time, and 126,000 shares of restricted common stock which vest based on share price appreciation, both of which were previously reported.