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 *

Brown Lance
2. Issuer Name and Ticker or Trading Symbol

Harbor Custom Development, Inc. [ HCDI ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
Chief Financial Officer
(Last)          (First)          (Middle)

1201 PACIFIC AVENUE, SUITE 1200
3. Date of Earliest Transaction (MM/DD/YYYY)

6/13/2023
(Street)

TACOMA,, WA 98402
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
(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, no par value         3353 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 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
Stock Options  (1)6/13/2023  A   65000     (1) (1)Common Stock, no par value 65000.0  (1)65000 D  
Restricted Stock Units  (2)           (3) (3)Common Stock, no par value 3667.0 (4) 3667 (4)D  

Explanation of Responses:
(1) On June 13, 2023, Mr. Brown was granted 65,000 stock options with an exercise price of $3.73. One half of the shares subject to this option shall vest upon the filing of the Company's next Form 10-K with the U.S. Securities and Exchange Commission, with the remainder to vest in equal proportions upon the first and second anniversary of said filing, subject to Mr. Brown continuing to be an employee through such date. These stock options will have an expiration date of June 13, 2033
(2) Each restricted stock unit represents the right to receive, at settlement, one share of common stock. This transaction represents the settlement of restricted stock units in shares of common stock on their scheduled vesting date.
(3) On November 8, 2021, Mr. Brown was granted 5,000 shares of common stock pursuant to the 2020 Restricted Stock Plan, 1/3 of which vested on November 8, 2022, and the remaining vest in eight equal installments every three months thereafter until November 8, 2024, contingent on Mr. Brown's continued employment through each applicable vesting date. On May 26, 2022, Mr. Brown was granted 1,750 shares of common stock pursuant to the 2020 Restricted Stock Plan, whereby 1/3 of the shares of common stock vest on each anniversary until May 26, 2025, contingent on Mr. Brown's continued employment through each applicable vesting date.
(4) Represents the total number of unvested common stock granted to Mr. Brown pursuant to the 2020 Restricted Stock Plan.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Brown Lance
1201 PACIFIC AVENUE, SUITE 1200
TACOMA,, WA 98402


Chief Financial Officer

Signatures
/s/ Lance Brown6/14/2023
**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.
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