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 OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      
1. Name and Address of Reporting Person * PARTRIDGE MATTHEW MORRIS 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)
SR. VP, CFO & TREASURER
(Last)         (First)         (Middle)
1140 N. WILLIAMSON BLVD., SUITE 140
3. Date of Earliest Transaction (MM/DD/YYYY)
8/12/2021
(Street)
DAYTONA BEACH, FL 32114
(City)       (State)       (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)
 
6. Individual or Joint/Group Filing (Check Applicable Line) _X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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  8/12/2021    P    1000  A $54.75  11331 (1)(2)(3) D 
 

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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

Explanation of Responses:
(1)  This amount includes 9,131 shares of restricted common stock which vest over time, which were previously reported.
(2)  In the Reporting Person's Form 4 filed on February 11, 2021 (the "Prior Form 4"), the Reporting Person reported that the number of shares beneficially owned following the reported transaction (the "Prior Transaction") was 10,332. This Form 4 reflects that the actual number of shares beneficially owned following the Prior Transaction was 10,331. In addition, a footnote in the Prior Form 4 stated that the number of shares beneficially owned following the Prior Transaction included 9,132 shares of restricted common stock which vest over time. This Form 4 reflects that the number of shares beneficially owned following the Prior Transaction actually included 9,131 shares of restricted common stock which vest over time.
(3)  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. In a footnote in the Prior Form 4, the Reporting Person reported the receipt of 1,031 shares of restricted common stock of the Issuer constituting an equitable adjustment to address the dilutive effect of the stock portion of the Special Distribution. This Form 4 reflects that the actual number of shares constituting the equitable adjustment was 1,030.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
PARTRIDGE MATTHEW MORRIS
1140 N. WILLIAMSON BLVD., SUITE 140
DAYTONA BEACH, FL 32114


SR. VP, CFO & TREASURER

Signatures
/s/ Daniel E. Smith, attorney-in-fact for Matthew M. Partridge 8/16/2021
**Signature of Reporting Person Date
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