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
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response...
0.5
                      
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 *

Smith Daniel Earl
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)
SVP, GEN COUNSEL & CORP SECRET
(Last)          (First)          (Middle)

1140 N. WILLIAMSON BLVD., SUITE 140
3. Date of Earliest Transaction (MM/DD/YYYY)

1/27/2023
(Street)

DAYTONA BEACH, FL 32114
4. If Amendment, Date Original Filed (MM/DD/YYYY)

1/31/2023 
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)
Rule 10b5-1(c) Transaction Indication
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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 1/27/2023  F  1848 (1)D$19.29 141460 (2)D 
 
Common Stock         1110 I Kathyleen R. Smith TOD (3)
Common Stock         3000 I Kathyleen R. Smith WFCS Custodian Trad IRA (3)

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 Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares

Explanation of Responses:
(1) On January 28, 2023, a total of 7,594 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 payroll tax liability. On January 31, 2023, the reporting person filed a Form 4 erroneously reporting that 1,977 vesting shares were withheld. The correct number of vesting shares withheld was 1,848. This amendment is being filed to correct the number of shares so withheld. In addition, as a result of the error described above, 129 shares were omitted from Table I, Column 5 in the Forms 4 filed by the reporting person on February 17, 2023, March 1, 2023, and March 14, 2023.
(2) This amount includes 16,403 shares of restricted common stock which vest over time, which were previously reported.
(3) The Reporting Person may be regarded as the beneficial owner of the shares of the Issuer's common stock held in this account as a result of a durable power of attorney pursuant to which the Reporting Person has the authority to direct the voting and disposition of such shares. The Reporting Person disclaims beneficial ownership of any shares of the Issuer's common stock held in this account except to the extent of his pecuniary interest therein.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Smith Daniel Earl
1140 N. WILLIAMSON BLVD.
SUITE 140
DAYTONA BEACH, FL 32114


SVP, GEN COUNSEL & CORP SECRET

Signatures
/s/ Daniel E. Smith4/7/2023
**Signature of Reporting PersonDate


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.
CTO Realty Growth (AMEX:CTO)
Historical Stock Chart
From Oct 2024 to Oct 2024 Click Here for more CTO Realty Growth Charts.
CTO Realty Growth (AMEX:CTO)
Historical Stock Chart
From Oct 2023 to Oct 2024 Click Here for more CTO Realty Growth Charts.