UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. 4)*
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, 2023
(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
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
1,463,575 |
7.
Sole Dispositive Power
-0- |
8.
Shared Dispositive Power
1,463,575 |
9. Aggregate
Amount Beneficially Owned by Each Reporting Person
1,463,575 |
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
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
72,680 |
7.
Sole Dispositive Power
-0- |
8.
Shared Dispositive Power
72,680 |
9. Aggregate
Amount Beneficially Owned by Each Reporting Person
72,680 |
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
|
11. Percent
of Class Represented by Amount in Row (9)
0.3%. |
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
1,463,575 |
7.
Sole Dispositive Power
-0- |
8.
Shared Dispositive Power
1,463,575 |
9. Aggregate
Amount Beneficially Owned by Each Reporting Person
1,463,575 |
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. 4 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
22948P103
CUSIP
No. 22948P103 |
Page
6 of 8 |
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). |
|
|
|
|
|
(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, 2023:
Dynasty
Invest Ltd. beneficially owned 1,463,575 shares of the issuer’s common stock, or 6.5% of the issuer’s common stock outstanding.
The
MT Family Trust beneficially owned 72,680 shares of the issuer’s common stock, or 0.3% of the issuer’s common stock outstanding.
The MT Family Trust previously filed as a reporting person because Moris Tabacinic was the investment manager of The MT Family Trust.
As of December 31, 2023, Mr. Tabacinic no longer acted as the investment manager of The MT Family Trust and was no longer deemed to be
the beneficial owner of the shares held by The MT Family Trust. As a result, The MT Family Trust shall no longer file as a reporting
person.
Moris
Tabacinic may be deemed to be the beneficial owner of 1,463,575 shares held by Dynasty Invest Ltd., or 6.5% of the issuer’s common
stock outstanding. Moris Tabacinic is the President of Dynasty Invest Ltd. Mr. Tabacinic 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, 2023, Dynasty Invest Ltd. and Moris Tabacinic may be deemed to have beneficially owned 1,463,575
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 22,643,034 shares of the issuer’s common stock outstanding as of December 31, 2023 as reported in the issuer’s
press release dated January 4, 2024.
CUSIP
No. 22948P103 |
Page
7 of 8 |
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.
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 7, 2024 |
|
|
|
|
DYNASTY
INVEST LTD. |
|
|
|
|
By: |
/s/
Moris Tabacinic |
|
Name: |
Moris
Tabacinic |
|
Title: |
President |
|
|
|
|
THE
MT FAMILY TRUST
|
|
By: |
J.P.
Morgan Trust Company of 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 7th day of February, 2024.
DYNASTY
INVEST LTD. |
|
|
|
By: |
/s/
Moris Tabacinic |
|
Name: |
Moris
Tabacinic |
|
Title: |
President |
|
|
|
|
THE
MT FAMILY TRUST |
|
|
|
|
By: |
J.P.
Morgan Trust Company of Delaware, Trustee |
|
|
|
|
By: |
/s/
Meghan M. Ebeid |
|
Name: |
Meghan
M. Ebeid |
|
Title: |
Vice-President |
|
|
|
|
|
/s/
Moris Tabacinic |
|
Name: |
Moris
Tabacinic |
|
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