SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Albright John P (Last) (First) (Middle) P.O. BOX 10809 (Street) DAYTONA BEACH FL 32120 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol CTO Realty Growth, Inc. [ CTO ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner X Officer (give title below) Other (specify below) PRESIDENT & CEO
	3. Date of Earliest Transaction (Month/Day/Year) 01/27/2022
	4. If Amendment, Date of Original Filed (Month/Day/Year)	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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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	01/27/2022		A		20,567(1)	A	$0	158,253(2)	D
Common Stock	01/27/2022		F		5,832(3)	D	$57.8	152,421(2)	D
Common Stock	01/28/2022		F		3,589(4)	D	$57.95	148,832(5)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: 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 January 27, 2022, the Issuer issued 20,567 shares of its common stock (the "Issued Shares") to the Reporting Person. The Issued Shares were issued pursuant to a Performance Shares Award Agreement between the Issuer and the Reporting Person dated January 23, 2019, the form of which has been filed as an exhibit to the Issuer's annual report on Form 10-K for the year ended December 31, 2020.

2. This amount includes (i) 18,443 shares of restricted common stock which vest over time, which were previously reported, and (ii) 80 shares of common stock acquired through the Issuer's dividend reinvestment plan since September 29, 2021 (the date of the Reporting Person's previous Form 4 filing).

3. On January 27, 2022, the Reporting Person instructed the Issuer to withhold 5,832 of the Issued Shares to satisfy the Reporting Person's tax liability.

4. On January 28, 2022, a total of 9,121 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.

5. This amount includes 9,322 shares of restricted common stock which vest over time, which were previously reported.

	/s/ Daniel E. Smith, attorney-in-fact for John P. Albright	01/31/2022
	** 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).
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