FRP HOLDINGS, INC. — Director's Dealing 2011

Dec 21, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PATRIOT TRANSPORTATION HOLDING INC (PATR)
CIK: 0000844059
Period of Report: 2011-12-21

Reporting Person: STEIN MARTIN E JR (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-12-21	Common Stock	M	3000	$9.667	Acquired	30000	Direct
2011-12-21	Common Stock	M	3000	$10.147	Acquired	33000	Direct
2011-12-21	Common Stock	M	3000	$7.553	Acquired	36000	Direct
2011-12-21	Common Stock	M	3000	$7.2	Acquired	39000	Direct
2011-12-21	Common Stock	M	3000	$7.923	Acquired	42000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-12-21	Option to Buy	$9.667	M	3000	Disposed	2012-02-05	Common Stock (3000)	Direct
2011-12-21	Option to Buy	$10.147	M	3000	Disposed	2012-04-30	Common Stock (3000)	Direct
2011-12-21	Option to Buy	$7.553	M	3000	Disposed	2012-05-06	Common Stock (3000)	Direct
2011-12-21	Option to Buy	$7.2	M	3000	Disposed	2012-10-02	Common Stock (3000)	Direct
2011-12-21	Option to Buy	$7.923	M	3000	Disposed	2012-12-03	Common Stock (3000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	120900	Indirect

Footnotes

F1: Regency Square II, a Florida general partnership, owns 40,300 shares of the Company. The reporting person holds 2.5248% interest in the partnership. Trust B under the will of Martin E. Stein, deceased, holds a 46.21% interest in the partnership. The reporting person has a beneficial interest in the trust, and, together with his two brothers, acting jointly as co-trustees, has a one-third shared voting and dispositive power as to the trust. The reporting person disclaims benefical ownership interset in these shares except to the extent tot he extent to the extent of his pecuniary interst thereon.