UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
CTO Realty Growth, Inc.
(Name of Issuer)
Common Stock, par value $1.00 per share
(Title of Class of Securities)
22948P103
(CUSIP Number)
December 31, 2021
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
*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 the disclosures provided in a prior cover page.
The information required in 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).
Schedule 13G/A
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1. Names of Reporting Persons. Dynasty Invest Ltd.
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2. Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
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| 3. SEC Use Only |
4. Citizenship or Place of Organization British Virgin Islands
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Number of Shares Beneficially Owned by Each Reporting Person With: |
5. Sole Voting Power -0-
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6. Shared Voting Power 377,021
| |
7. Sole Dispositive Power -0- | |
8. Shared Dispositive Power 377,021
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9. Aggregate Amount Beneficially Owned by Each Reporting Person 377,021
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10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
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11. Percent of Class Represented by Amount in Row (9) 6.3%
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12. Type of Reporting Person CO |
Schedule 13G/A
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1. Names of Reporting Persons. The MT Family Trust
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2. Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
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| 3. SEC Use Only |
4. Citizenship or Place of Organization Delaware
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Number of Shares Beneficially Owned by Each Reporting Person With: |
5. Sole Voting Power -0-
|
6. Shared Voting Power 12,361 | |
7. Sole Dispositive Power -0- | |
8. Shared Dispositive Power 12,361
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9. Aggregate Amount Beneficially Owned by Each Reporting Person 12,361
|
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
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11. Percent of Class Represented by Amount in Row (9) 0.2%
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12. Type of Reporting Person OO |
Schedule 13G/A
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1. Names of Reporting Persons. Moris Tabacinic
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2. Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
|
| 3. SEC Use Only |
4. Citizenship or Place of Organization United States
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Number of Shares Beneficially Owned by Each Reporting Person With: |
5. Sole Voting Power -0-
|
6. Shared Voting Power 389,382 | |
7. Sole Dispositive Power -0- | |
8. Shared Dispositive Power 389,382
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9. Aggregate Amount Beneficially Owned by Each Reporting Person 389,382
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10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
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11. Percent of Class Represented by Amount in Row (9) 6.5%
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12. Type of Reporting Person IN |
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The following constitutes Amendment No. 2 to the Schedule 13G filed by the undersigned on August 18, 2020, relating to the common stock, $1.00 par value (the “Common Stock”) of CTO Realty Growth, Inc. (the “Issuer”).
ITEM 1.
(a) Name of Issuer:
CTO Realty Growth Inc
(b) Address of Issuer’s Principal Executive Offices:
1140 N. Williamson Blvd, Suite 140, Daytona Beach, FL USA 32114
ITEM 2.
(a) Name of Person Filing:
(b) Address of Principal Business Office, or if None, Residence:
(c) Citizenship:
Dynasty Invest Ltd.
1111 Kane Concourse, Suite 210
Bay Harbor Islands, FL 33154
Place of Organization: British Virgin Islands
The MT Family Trust
1111 Kane Concourse, Suite 210
Bay Harbor Islands, FL 33154
Place of Organization: Delaware
Moris Tabacinic
1111 Kane Concourse, Suite 210
Bay Harbor Islands, FL 33154
Citizenship: United States
(d) Title of Class of Securities:
Common stock, par value $1.00 per share
(e) CUSIP Number:
22948P103
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SS.240.13d-1(b) OR 240.13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
| (a) | [_] | Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o). |
| (b) | [_] | Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c). |
| (c) | [_] | Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c). |
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| (d) | [_] | Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). |
| (e) | [_] | An investment adviser in accordance with ss.240.13d-1(b)(1)(ii)(E); |
| (f) | [_] | An employee benefit plan or endowment fund in accordance with ss.240.13d-1(b)(1)(ii)(F); |
| (g) | [_] | A parent holding company or control person in accordance with ss.240.13d-1(b)(1)(ii)(G); |
| (h) | [_] | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
| (i) | [_] | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
| (j) | [_] | Group, in accordance with ss.240.13d-1(b)(1)(ii)(J). |
ITEM 4. OWNERSHIP
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
(a) Amount Beneficially Owned:
As of the close of business on December 31, 2021:
Dynasty Invest Ltd. beneficially owned 377,021 shares of the issuer’s common stock, or 6.3% of the issuer’s common stock outstanding.
The MT Family Trust beneficially owned 12,361 shares of the issuer’s common stock, or 0.2% of the issuer’s common stock outstanding.
Moris Tabacinic may also be deemed beneficially owned 389,382 shares held by Dynasty Invest Ltd. and The MT Family Trust, or 6.5% of the issuer’s common stock outstanding. Moris Tabacinic is the President of Dynasty Invest Ltd. and the investment manager of The MT Family Trust. Mr. Tabacinc disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest in such shares, if any.
(b) Percent of Class:
As of the close of business on December 31, 2021, Dynasty Invest Ltd., The MT Family Trust and Moris Tabacinic may be deemed to have beneficially owned 389,382 shares of the issuer’s common stock or 6.5% of the issuer’s common stock outstanding (see Item 4(a) above), which percentage was calculated based on 5,962,150 shares of the issuer’s common stock outstanding as of December 31, 2021 as reported in the issuer’s Form 10-Q/A filed October 29, 2021.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
Not applicable.
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ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
See Exhibit I.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Not applicable.
ITEM 10. CERTIFICATIONS
By signing below each of the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having such purpose or effect.
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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: February 15, 2022 | ||
| DYNASTY INVEST LTD. | ||
| By: | /s/ Moris Tabacinic | |
| Name: | Moris Tabacinic | |
| Title: | President | |
| THE MT FAMILY TRUST | ||
| By: | JP Morgan Delaware, Trustee | |
| By: | /s/ Meghan M. Ebeid | |
| Name: | Meghan M. Ebeid | |
| Title: | Vice President | |
| /s/ Moris Tabacinic | |
| Name: Moris Tabacinic |
The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
EXHIBIT I
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the undersigned hereby agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto, the “Schedule 13G”) relating to the common stock, $1.00 par value per share, of CTO Realty Growth, Inc., which may be deemed necessary pursuant to Regulation 13D or 13G promulgated under the Exchange Act.
The undersigned further agree that each party hereto is responsible for the timely filing of the Schedule 13G, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has a reason to believe that such information is inaccurate.
It is understood and agreed that a copy of this Joint Filing Agreement shall be attached as an exhibit to the Schedule 13G, filed on behalf of each of the parties hereto.
IN WITNESS WHEREOF, each of the undersigned has executed this Joint Filing Agreement as of the 15 day of February, 2022.
| DYNASTY INVEST LTD. | ||
| By: | /s/ Moris Tabacinic | |
| Name: | Moris Tabacinic | |
| Title: | President | |
| THE MT FAMILY TRUST | ||
| By: | JP Morgan Delaware, Trustee | |
| By: | /s/ Meghan M. Ebeid | |
| Name: | Meghan M. Ebeid | |
| Title: | Vice President | |
| /s/ Moris Tabacinic | |
| Name: Moris Tabacinic |