CTO Realty Growth, Inc. — Director's Dealing 2017

Jan 27, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CONSOLIDATED TOMOKA LAND CO (CTO)
CIK: 0000023795
Period of Report: 2017-01-23

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-01-23	Common Stock	F	649	$54.46	Disposed	150076	Direct
2017-01-25	Common Stock	A	4651	—	Acquired	154727	Direct
2017-01-25	Common Stock	S	1500	$55.6179	Disposed	153227	Direct
2017-01-26	Common Stock	S	1000	$54.8715	Disposed	152227	Direct

Footnotes

F1: On 1/23/2017, 2,000 shares of restricted common stock of the Issuer, which were awarded to the reporting person on 1/22/2014, became vested and unrestricted. A portion of the vesting shares was withheld by the Issuer in order to satisfy the reporting person's tax liability.

F2: This amount includes 11,334 shares of restricted common stock which vest over time, and 58,000 shares of restricted common stock which vest based on shrae price appreciation, both of which were previously reported.

F3: Restricted shares one-third of which vest on each of the first, second and third anniversaries of January 28, 2017, 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 $55.47 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.

F4: The amount includes the 4,651 restricted shares reported above, as well as 11,334 additional shares of restricted common stock which vest over time and 58,000 shares of restricted common stock which vest based on share price appreciation, both of which were previously reported.

F5: The sales reported on this line were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on July 25, 2016.

F6: This transaction was executed in multiple trades at prices ranging from $54.93 to $55.9783. The price set forth above reflects the weighted-average price per share. The reporting person hereby undertakes to provide upon request to the SEC staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the transactions were effected.

F7: This transaction was executed in multiple trades at prices ranging from $54.51 to $54.99. The price set forth above reflects the weighted-average price per share. The reporting person hereby undertakes to provide upon request to the SEC staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the transactions were effected.