FRP HOLDINGS, INC. — Director's Dealing 2012

Dec 28, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PATRIOT TRANSPORTATION HOLDING INC (PATR)
CIK: 0000844059
Period of Report: 2012-12-27

Reporting Person: BAKER JOHN D II (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-12-27	Common Stock	M	3000	$8.637	Acquired	44312	Direct
2012-12-27	Common Stock	M	3000	$8.8	Acquired	47312	Direct
2012-12-27	Common Stock	M	3000	$9.4	Acquired	50312	Direct
2012-12-27	Common Stock	M	3000	$10.033	Acquired	53312	Direct
2012-12-27	Common Stock	M	3000	$10.197	Acquired	56312	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-12-27	Option to Buy	$8.637	M	3000	Disposed	2013-02-04	Common Stock (3000)	Direct
2012-12-27	Option to Buy	$8.8	M	3000	Disposed	2013-05-06	Common Stock (3000)	Direct
2012-12-27	Option to Buy	$9.4	M	3000	Disposed	2013-08-05	Common Stock (3000)	Direct
2012-12-27	Common Stock	$10.033	M	3000	Disposed	2013-09-30	Common Stock (3000)	Direct
2012-12-27	Option to Buy	$10.197	M	3000	Disposed	2013-12-02	Common Stock (3000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	6713	Indirect
Common Stock	149103	Indirect
Common Stock	5889	Indirect
Common Stock	1113474	Indirect
Common Stock	4647	Indirect
Common Stock	87300	Indirect
Common Stock	20001	Indirect
Common Stock	87297	Indirect

Footnotes

F1: Shares held by John D. Baker in IRA

F2: Shares held by John D. Baker Living Trust for which the reporting person serves as trustee.

F3: Shares held by wife's living trust

F4: Shares held by John D. Baker II and Edward L. Baker II, as trustees for the separate trust for John D. Baker II created under the Cynthia L. Baker Trust U/A/D April 30, 1965.

F5: Shares held as beneficiary of the issuer's Employee Benefit Plan (401(k) Profit Sharing Plan).

F6: Shares held by John D. Baker II Irrevocable Trust, which is administered by the reporting person's brother as trustee and is for the benefit of the reporting person's son, John D. Baker III. The reporting person disclsims any beneficial interest in these shares.

F7: Shares held by John D. Baker II Irrevocable Trust #1. The trust is administered by an independent trustee and is for the benefit of the reporting person's spouse and children. The reporting person disclaims any beneficial interest in these shares.

F8: Shares held by the Susan Anne Baker Irrevocable Trust. The trust is administered by the reporting person's brother as trustee and is for the benefit of the reporting person's daughter, Susan Anne Baker. The reporting person disclaims any beneficial interest in these shares.