Schedule
13G/A
CUSIP
No. 22948P103 |
Page
2 of 8 |
1.
Names of Reporting Persons.
Dynasty
Invest Ltd.
|
2.
Check the Appropriate Box if a Member of a Group
(a)
☐
(b)
☒
|
3.
SEC Use Only |
4.
Citizenship or Place of Organization
British
Virgin Islands
|
Number
of Shares
Beneficially
Owned
by
Each
Reporting
Person
With: |
5.
Sole Voting Power
-0-
|
6.
Shared Voting Power
377,021
|
|
7.
Sole Dispositive Power
-0-
|
|
8.
Shared Dispositive Power
377,021
|
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
377,021
|
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
|
11.
Percent of Class Represented by Amount in Row (9)
6.3%
|
12.
Type of Reporting Person
CO |
Schedule
13G/A
CUSIP
No. 22948P103 |
Page
3 of 8 |
1.
Names of Reporting Persons.
The
MT Family Trust
|
2.
Check the Appropriate Box if a Member of a Group
(a)
☐
(b)
☒
|
3.
SEC Use Only |
4.
Citizenship or Place of Organization
Delaware
|
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
|
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
12,361
|
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
|
11.
Percent of Class Represented by Amount in Row (9)
0.2%
|
12.
Type of Reporting Person
OO |
Schedule
13G/A
CUSIP
No. 22948P103 |
Page
4 of 8 |
1.
Names of Reporting Persons.
Moris
Tabacinic
|
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
|
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
|
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
389,382
|
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
|
11.
Percent of Class Represented by Amount in Row (9)
6.5%
|
12.
Type of Reporting Person
IN |
CUSIP
No. 22948P103 |
Page 5
of 8 |
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). |
CUSIP
No. 22948P103 |
Page 6
of 8 |
(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.
CUSIP
No. 22948P103 |
Page 7
of 8 |
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.
CUSIP
No. 22948P103 |
Page 8
of 8 |
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.