FLGC Flora Growth Corporation

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 4 TO

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Flora Growth Corp.

(Name of Issuer)

Common Shares, no par value

(Title of Class of Securities)

339764102

(CUSIP Number)

Clifford Starke

Pia Porras 75 San Francisco
Panama City, Panama

With a copy to:

Richard Raymer
Dorsey & Whitney LLP
66 Wellington Street W., Suite 3400
Toronto, Ontario M5K 1E6 Canada
(416) 367-7370

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

August 14, 2024

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 339764102

(1)	The percentages used herein are calculated based upon 13,366,535 outstanding shares of the Issuer as of August 9, 2024, plus 1,603,984 shares underlying unvested stock appreciation rights owned by the Reporting Person.

CUSIP No. 339764102

Reference is hereby made to the statement on Schedule 13D filed with the Securities and Exchange Commission on January 6, 2023 (the “Schedule 13D”), with respect to the Common Stock, no par value (the “Common Stock”), of Flora Growth Corp., an Ontario Corporation (the “Issuer”), as amended on April 21, 2023, November 15, 2023, and April 15, 2024. Capitalized terms not otherwise defined herein are used as defined in the Schedule 13D, as amended. The Reporting Person hereby amends and supplements the Schedule 13D as follows.

Item 3.  Source and Amount of Funds or Other Consideration

PF and OO

Item 4. Purpose of Transaction

On December 15, 2023, the Issuer issued 1,028,665 stock appreciation rights (“SARs”) to the Reporting Person, subject to forfeiture absent shareholder approval at the Issuer’s next annual meeting.  On May 27, 2024, the Issuer granted 575,319 SARs to the Reporting Person, subject to shareholder approval at the Issuer’s next annual meeting.  On August 14, 2024, the shareholders approved the December 15, 2023 and May 27, 2024 grants of SARs.  The SARs vest in 12 equal installments, subject to Issuer share price criteria, have a ten-year term, and a post-termination exercise price of one year.

The 473,995 common shares held directly by the Reporting Person and the 565,714 common shares held indirectly through Hampstead Private Capital Limited have been transferred to YT Research Inc., a company in which the Reporting Person is the sole director and equity owner.

On September 5, 2024, the Reporting Person purchased 51 shares of the Issuer’s Common Stock at a price of $0.95 per share.

Item 5. Interests in Securities of the Issuer:

As of September 5, 2024, the Reporting Person holds the following shares of Common Stock:

(a)	Number of shares as to which the Reporting Person has:

(i)	Sole power to vote or to direct the vote:  2,944,091

(ii)	Shared power to vote or to direct the vote: 0

(iii)

Sole power to dispose or direct the disposition:  2,944,091

(iv)	Shared power to dispose or direct the disposition: 0

(v)	Aggregate amount of shares beneficially owned:  2,944,091

(vi)	Percent of class represented in Item (v) above:  19.7%

Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Stock Appreciation Rights Agreement

Item 7.  Materials to be Filed as Exhibits

Exhibit 10.1   Stock Appreciation Rights Agreement incorporated by reference as Exhibit 10.1 to the Issuer’s Form 8-K filed with the Securities and Exchange Commission on September 5, 2024

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: September 11, 2024

/s/ Dany Vaiman as attorney-in-fact for Clifford Starke
Clifford Starke