CTO Realty Growth, Inc. — Director's Dealing 2021

Mar 17, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CTO Realty Growth, Inc. (CTO)
CIK: 0000023795
Period of Report: 2021-03-15

Reporting Person: Smith Daniel Earl (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-03-15	Common Stock	M	3541	$39.87	Acquired	29457	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-03-15	Employee Stock Option	$39.87	M	3541	Disposed	2024-10-22	Common Stock (3541)	Direct

Footnotes

F1: This amount includes 5,389 shares of restricted common stock which vest over time, which were previously reported.

F2: The option, representing a right to purchase a total of 12,541 shares, became exercisable in three installments on the first, second and third anniversaries of the grant date, which was 10/22/2014.

F3: On November 10, 2020, the Issuer's Board of Directors declared a special distribution on its shares of common stock in an aggregate amount of $55.8 million (the "Special Distribution"). The Special Distribution was paid on December 21, 2020 (in a combination of cash and shares of the Issuer's common stock), to shareholders of record as of the close of business on November 19, 2020. As a result of the Special Distribution, the number of shares and the exercise price set forth in the stock option award agreement between the Issuer and the reporting person dated October 22, 2014 (the "2014 Option") were adjusted to address the dilutive effect of the stock portion of the Special Distribution by increasing the number of shares covered by the 2014 Option from 10,000 shares to 12,541 shares and by decreasing the exercise price from $50.00 to $39.87.