FRP HOLDINGS, INC. — Director's Dealing 2011

Feb 4, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PATRIOT TRANSPORTATION HOLDING INC (PATR)
CIK: 0000844059
Period of Report: 2011-02-02

Reporting Person: STEIN MARTIN E JR (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-02-02	Common Stock	A	1500	—	Acquired	27000	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	120900	Indirect

Footnotes

F1: The reporting person was awarded 1500 shares of common stock pursuant to the Company's compensation arrangements with its non-employee directors. All ownership numbers have been adjusted for the 3-for-1 stock split effective as of January 17, 2011.

F2: Regency Square II, a Florida general partnership, owns 40,300 shares of the Company. The reporting person holds a 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 beneficial ownership interst in these shares except to the extent of his pecuniary interest therein.