SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person*
Starke Clifford
(Last) (First) (Middle)
C/O FLORA GROWTH CORP.
3405 SW 26TH TERRACE, SUITE C-1
(Street)
FORT LAUDERDALE Z4 M5H 2V1
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
01/01/2023 		3. Issuer Name and Ticker or Trading Symbol
Flora Growth Corp. [ FLGC ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President
5. 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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Shares(1) 2,922,889(2) D
Common Shares 671,583 I See Footnote(3)
Common Shares 6,006,934 I See Footnote(4)
Common Shares 116,407 I See Footnote(5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. These Common Shares contain restricted share grants to the Reporting Person by the issuer as further described in footnote (2) below.
2. The Common Shares reported include 100,000 Restricted Common Shares which vest on December 23, 2023.
3. These securities are held by BTF Investments, Inc., of which the Reporting Person is the sole director and equity owner. The Reporting Person disclaims beneficial ownership of the securities held by BTF Investments, Inc. except to the extent of his pecuniary interest therein.
4. These securities are held by Hampstead Private Capital Limited, of which the Reporting Person is the sole director and equity owner. The Reporting Person disclaims beneficial ownership of the securities held by Hampstead Private Capital Limited except to the extent of his pecuniary interest therein.
5. These securities are held by YT Research, Inc., of which the Reporting Person is the sole director and equity owner. The Reporting Person disclaims beneficial ownership of the securities held by YT Research, Inc. except to the extent of his pecuniary interest therein.
Remarks:
/s/ Matthew Cohen, Attorney-in-Fact for Clifford Starke 01/03/2023
** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.