Cohen, Matthew S. Form 3 Filed 2023-01-03

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, 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 ^*

Cohen, Matthew S.

2. Date of Event Requiring Statement (Month/Day/Year)

01/01-05:00/2023

3. Issuer Name and Ticker or Trading Symbol

Flora Growth Corp. [FLGC]

(Last)

(First)

(Middle)

C/O FLORA GROWTH CORP., 3405 SW 26TH TERRACE, SUITE C-1

4. Relationship of Reporting Person(s) to Issuer

(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
General Counsel

5. If Amendment, Date Original Filed (Month/Day/Year)

(Street)

FORT LAUDERDALE, Z4 M5H 2V1

(City)

(State)

(Zip)

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⁾	419,756⁽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 of Derivative Security: 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		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Options (Right to Buy)	⁽³⁾	09/25-05:00/2026	Common Shares	50,000	$6.9	D
Options (Right to Buy)	⁽³⁾	12/16-05:00/2026	Common Shares	105,000	$2.04	D
Options (Right to Buy)	⁽³⁾	01/26-05:00/2027	Common Shares	50,000	$1.48	D
Options (Right to Buy)	⁽⁴⁾	01/01-05:00/2026	Common Shares	183,673	$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) 126,865 shares which vest on July 5, 2024 and (iii) 180,851 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.

	Signatures
	/s/ Matthew Cohen	01/03-05:00/2023
	** Signature of Reporting Person	Date
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