SEC Form 4 · accession 0001392476-16-000012
CTO Realty Growth, Inc. · CTO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John P Albright
Officer — President & CEO · Director
Period of report
Feb 26, 2016
Accepted (ET)
Mar 1, 2016 · 6:07 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000023795
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Feb 26, 2016 | J | 72,000 | $0.00 | D | 176,780 | D | |
| Common StockF2,F3 | Feb 26, 2016 | A | 4,000 | $0.00 | A | 180,780 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock OptionF4,F5 | $55.62 | Feb 26, 2016 | J | 40,000 | D | — | Jan 28, 2025 | Common Stock | 40,000 | 0 | D |
| Employee Stock OptionF6 | $55.62 | Feb 26, 2016 | A | 40,000 | A | — | Jan 28, 2025 | Common Stock | 40,000 | 40,000 | D |
Explanation of responses
- F1Unvested performance-based restricted common stock granted to the reporting person on 5/20/15 and voluntarily surrendered on 2/26/16 (for additional information, see the Issuer's Annual Report on Form 10-K for the year ended 12/31/15 filed on 3/1/16). The surrendered shares would have vested in four tranches upon the satisfaction of certain target share price conditions.
- F2Performance-based restricted common stock which vests upon the satisfaction of certain target share price conditions, provided that the reporting person is an employee of the Issuer on the date when the conditions are met. The fair market value of the common stock on the date of the grant was $48.25 per share, but the fair market value of the award when vested will be the fair market value of the common stock on the vesting date.
- F3This amount includes 13,334 shares of restricted common stock which vest over time, which were previously reported; and 58,000 shares of restricted common stock which vest based on share price appreciation, which 58,000 shares reflects the surrender of 72,000 shares and the grant of 4,000 shares reported herein.
- F4Partially-vested and unexercised option to purchase 40,000 shares of common stock at $55.62 per share, granted to the reporting person on 5/20/15, and voluntarily surrendered on 2/26/16 (for additional information, see the Issuer's Annual Report on Form 10-K for the year ended 12/31/15 filed on 3/1/16).
- F5One-third of option vested on 1/28/16; remaining two-thirds would have vested on 1/28/17 and 1/28/18.
- F6Option vests in one-third increments as follows: one-third immediately upon grant; and one-third each on 1/28/17 and 1/28/18.