13D Filing: Wintergreen Advisers and Consolidated Tomoka Land Co (CTO)

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Item 5. Interest in Securities of the Issuer.  
(a-e)

As of the date hereof,
each Reporting Person may be deemed to be the beneficial owner of 1,553,075 Shares (27.8%) of the Issuer, based upon the 5,581,733
shares outstanding as of the latest practicable date, as represented by the Issuer in its Form 10-Q for the quarterly period ended
September 30, 2017. The Shares may be deemed to be beneficially owned by each of the Reporting Persons because, although there
is no formal written agreement, it is anticipated that each Reporting Person will vote with the other Reporting Persons and the
director nominees nominated by Wintergreen Advisers in a letter to the Issuer dated November 24, 2017. Each Reporting Person disclaims
beneficial ownership in the securities reported on this Schedule 13D except to the extent of its pecuniary interest, if any, therein,
and this report shall not be deemed to be an admission that the Reporting Person is the beneficial owners of such securities for
purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

Wintergreen Advisers
has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 1,553,075 Shares;
has the sole power to dispose or direct the disposition of 0 Shares; and has the shared power to dispose or direct the disposition
of 1,553,075 Shares.

Wintergreen Fund has
the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 1,232,334 Shares; has
the sole power to dispose or direct the disposition of 0 Shares; and has the shared power to dispose or direct the disposition
of 1,232,334 Shares.

Wintergreen Partners
has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 294,100 Shares; has
the sole power to dispose or direct the disposition of 0 Shares; and has the shared power to dispose or direct the disposition
of 294,100 Shares.

Wintergreen Offshore
Master has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 26,641 Shares;
has the sole power to dispose or direct the disposition of 0 Shares; and has the shared power to dispose or direct the disposition
of 26,641 Shares.

 
  

Winters has the sole
power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 1,553,075 Shares; has the sole
power to dispose or direct the disposition of 0 Shares; and has the shared power to dispose or direct the disposition of 1,553,075
Shares.

The Reporting Persons have not transacted
in the Shares during the past sixty days.

 
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect  
  to Securities of the Issuer.  
     
 

Although there is no formal written agreement, it is anticipated that
each Reporting Person intends to vote with the other Reporting Persons and the director nominees nominated by Wintergreen
Advisers in a proposal to the Issuer dated November 24, 2017.

 
     
Item 7. Material to be Filed as Exhibits.  
     
 

Exhibit A: Joint Filing Statement

Exhibit B: Shareholder Proposal

Exhibit C: Nomination

 
     

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