Sec Form 4 Filing - Vorakoun Lisa @ CTO Realty Growth, Inc. - 2021-01-28

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 Vorakoun Lisa 2. Issuer Name and Ticker or Trading Symbol CTO Realty Growth, Inc. [ CTO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) VP & CHIEF ACCOUNTING OFFICER (Last) (First) (Middle) 1140 N. WILLIAMSON BLVD., SUITE 140 3. Date of Earliest Transaction (MM/DD/YY) 01/28/2021 (Street) DAYTONA BEACH, FL32114 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 01/28/2021 F 422( 1 ) D $ 43.01 3,870( 2 ) D Common Stock 02/10/2021 A 1,915( 3 ) A $ 0 5,785( 4 ) D Common Stock 02/26/2021 S 861 D $ 52.05 4,924( 5 ) D Common Stock 03/17/2021 S 1,500 D $ 56.1 3,424( 5 ) D Common Stock 01/28/2022 F 487( 6 ) D $ 57.95 2,937( 7 ) D Common Stock 02/17/2022 A 1,700( 8 ) A $ 0 4,637( 9 ) D Common Stock 03/24/2022 S 1,000 D $ 63.5 3,637( 10 ) 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Vorakoun Lisa 1140 N. WILLIAMSON BLVD. SUITE 140 DAYTONA BEACH, FL32114 VP & CHIEF ACCOUNTING OFFICER Signatures /s/ Daniel E. Smith, attorney-in-fact for Lisa M. Vorakoun 05/09/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On 1/28/2021, a total of 1,426 shares of restricted common stock of the Issuer previously awarded to the reporting person 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. ( 2 )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 reporting person received 259 shares of the Issuer's common stock, which additional shares are reflected in Box 5 above. In addition, the amount in Box 5 above also includes 1,509 shares of restricted common stock which vest over time, 1,200 of which were previously reported, and 309 of which were additional shares representing an equitable adjustment addressing the dilutive effect of the stock portion of the Special Distribution. Of the 1,426 vesting restricted shares referenced in note 1 above, 1,134 were previously reported and 292 constituted part of the above-referenced equitable adjustment.. ( 3 )Restricted shares one-third of which vest on each of the first, second and third anniversaries of January 28, 2021, provided that the reporting person is an employee of the Issuer on those dates. ( 4 )This amount includes the 1,915 restricted shares awarded on 2/10/21 and reported above, as well as 1,509 additional shares of restricted common stock which vest over time, which were reported previously and above. ( 5 )This amount consists of 3,424 shares of restricted common stock which vest over time, which were reported previously and above. ( 6 )On January 28, 2022, a total of 1,644 shares of restricted common stock of the Issuer previously awarded to the reporting person 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. ( 7 )This amount includes 1,780 shares of restricted common stock which vest over time, which were reported previously and above. ( 8 )Restricted shares one-third of which vest on each of the first, second and third anniversaries of January 28, 2022, provided that the reporting person is an employee of the Issuer on those dates. ( 9 )This amount includes the 1,700 restricted shares awarded on 2/17/22 and reported above, as well as 1,780 additional shares of restricted common stock which vest over time, which were reported previously and above. ( 10 )This amount includes 3,480 shares of restricted common stock which vest over time, which were reported previously and above.

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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