Sec Form 3 Filing - Casner Jessie @ Flora Growth Corp. - 2023-01-01-05:00

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Casner Jessie 2. Issuer Name and Ticker or Trading Symbol Flora Growth Corp. [ FLGC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) CMO (Last) (First) (Middle) C/O FLORA GROWTH CORP., 3405 SW 26TH TERRACE, SUITE C-1 3. Date of Earliest Transaction (MM/DD/YY) 01/01-05:00/2023 (Street) FORT LAUDERDALE, Z4M5H 2V1 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Shares( 1 ) 219,693( 2 ) D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Options (Right to Buy) $ 1.48 01/26-05:00/2023 01/26-05:00/2027 Common Shares 75,000 D Options (Right to Buy) $ 0.67 ( 4 ) 01/01-05:00/2026 Common Shares 102,041 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Casner Jessie C/O FLORA GROWTH CORP. 3405 SW 26TH TERRACE, SUITE C-1 FORT LAUDERDALE, Z4M5H 2V1 CMO Signatures /s/ Matthew Cohen as Attorney-in-Fact for Jessie Casner 01/03-05:00/2023 Signature of Reporting Person Date

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 the following Restricted Common Shares (i) 102,040 shares which vest on July 5, 2023, (ii) 37,313 shares which vest on July 5, 2024 and (iii) 53,191 shares which vest on July 5, 2025. ( 4 )These options shall vest if (i) the total shareholder return of the Issuer's Common Shares on the Nasdaq Capital Market exceeds the total shareholder return on the ETFMG Alternative Harvest ETF for the 12 months ended December 31, 2023, which shall be measured on December 31, 2023 or (ii) the total shareholder return of the Issuer's Common Shares on the Nasdaq Capital Market exceeds the total shareholder return on the ETFMG Alternative Harvest ETF for the 12 months ended December 31, 2024, which shall be measured on December 31, 2024.

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 4(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).

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