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^*

MERCHAN LUIS

(Last)

(First)

(Middle)

C/O FLORA GROWTH CORP.

3405 SW 26TH TERRACE, SUITE C-1

(Street)

FORT LAUDERALE

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)
	CEO & Chairman of the Board

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⁾	1,975,149⁽²⁾	D

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Options (Right to Buy)	⁽³⁾	11/04/2025	Common Shares	666,666	$2.25	D
Options (Right to Buy)	⁽³⁾	12/16/2026	Common Shares	125,000	$2.04	D
Options (Right to Buy)	⁽⁴⁾	01/01/2026	Common Shares	367,347	$0.67	D

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) 328,358 shares which vest on July 5, 2024 and (iii) 468,085 shares which vest on July 5, 2025.

3. These options are immediately exercisable.

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.

Remarks:

	/s/ Matthew Cohen, Attorney-in-Fact for Luis Merchan	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.