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 * 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/YYYY)
1/28/2021
(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  1/28/2021    F    422 (1) D $43.01  3870 (2) D 
 
Common Stock  2/10/2021    A    1915 (3) A $0  5785 (4) D 
 
Common Stock  2/26/2021    S    861  D $52.05  4924 (5) D 
 
Common Stock  3/17/2021    S    1500  D $56.10  3424 (5) D 
 
Common Stock  1/28/2022    F    487 (6) D $57.95  2937 (7) D 
 
Common Stock  2/17/2022    A    1700 (8) A $0  4637 (9) D 
 
Common Stock  3/24/2022    S    1000  D $63.50  3637 (10) 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)  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.

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


VP & CHIEF ACCOUNTING OFFICER

Signatures
/s/ Daniel E. Smith, attorney-in-fact for Lisa M. Vorakoun 5/9/2022
**Signature of Reporting Person Date

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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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