Sec Form 4 Filing - BAUM MARK L @ HARROW HEALTH, INC. - 2023-04-03

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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 BAUM MARK L 2. Issuer Name and Ticker or Trading Symbol HARROW HEALTH, INC. [ HROW] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) C/O HARROW HEALTH, INC., 102 WOODMONT BLVD, SUITE 610 3. Date of Earliest Transaction (MM/DD/YY) 04/03/2023 (Street) NASHVILLE, TN37205 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock ( 1 ) 04/03/2023 M 180,000 A $ 8.99 1,664,962 D Common Stock ( 1 ) 04/03/2023 F 117,633 ( 1 ) D $ 20.97 1,547,329 D

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Stock Option (Right to Buy) $ 8.99 04/03/2023 M 180,000 ( 2 ) 05/02/2023 Common Stock 180,000 $ 0 0 D Restricted Stock Unit ( 3 ) 04/03/2023 A 762,300 ( 3 ) 04/03/2028 Common Stock 762,300 $ 0 762,300 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other BAUM MARK L C/O HARROW HEALTH, INC. 102 WOODMONT BLVD, SUITE 610 NASHVILLE, TN37205 X Chief Executive Officer Signatures /s/ Mark L. Baum 04/04/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Shares withheld to satisfy the exercise price and tax liability incident to the exercise of the stock option. Such withholding did not involve any market sales or other market transactions. ( 2 )The stock option was granted on May 2, 2013 under the Issuers 2007 Stock Incentive and Awards Plan and the shares subject to the stock option became exercisable over a 3 year period, according to a quarterly vesting schedule following its grant date. The stock option had an expiration date of May 2, 2023. ( 3 )Represents performance-based restricted stock units ("PSUs") granted under the Issuer's 2017 Stock Incentive and Awards Plan, as amended (the "Plan"). Each PSU represents a contingent right to receive one share of common stock of the Issuer upon vesting. The vesting of the PSUs (granted in lieu of service only stock option and restricted stock unit awards) require (i) a minimum of a two-year service period, and (ii) the achievement and maintenance of Harrow common stock price targets of $25 (causing the vesting of 108,900 PSU shares), $35 (causing the vesting of 163,350 PSU shares), $45 (causing the vesting of 217,800 PSU shares), $50 (causing the vesting of 272,250 PSU shares).

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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