Sec Form 4 Filing - BAUM MARK L @ HARROW HEALTH, INC. - 2023-07-18

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) 07/18/2023 (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 07/18/2023 M 762,300 A 2,309,629 D Common Stock 07/18/2023 F 299,968 ( 1 ) D $ 18.23 2,009,661 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 Performance Stock Unit ( 1 ) 07/18/2023 M 762,300 ( 1 ) ( 1 ) Common Stock 762,300 $ 0 0 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 07/20/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The 762,300 shares of Harrow Health, Inc. ("Harrow") common stock listed in Table I as "Acquired" represent shares issued based on vesting of performance stock units ("PSUs") granted to Mr. Baum under Harrow's 2017 Stock Incentive and Awards Plan (the "Incentive Plan") on July 23, 2021. The PSUs were settled in full (on a one-for-one basis) on July 18, 2023, following attainment of total stockholder return targets ranging from 50% - 175 % following the date of the award. The 299,968 shares of Harrow common stock listed in Table I as "Disposed" were not sold by Mr. Baum in any transaction; rather, they were shares of Harrow common stock withheld by the Company for payroll tax purposes from the same aforementioned 762,300 shares pursuant to the terms of the Incentive Plan.

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).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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