FRP HOLDINGS, INC. — Director's Dealing 2012

Dec 7, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PATRIOT TRANSPORTATION HOLDING INC (PATR)
CIK: 0000844059
Period of Report: 2012-12-05

Reporting Person: BAKER THOMPSON S II (Director, President and CEO)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-12-05	Option to Buy	$26.2	A	17840	Acquired	2022-12-04	Common Stock (17840)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	72510	Direct
Common Stock	21	Indirect
Common Stock	18	Direct
Common Stock	2199	Indirect
Common Stock	6597	Indirect

Footnotes

F1: Shares held as beneficiary of the issuer's employee benefit plan (401(k) profit sharing plan).

F2: Shares held directly as beneficiary of the issuer's Employee Stock Purchase Plan.

F3: Shares held by the reporting person's wife, Martha Frye Baker.

F4: Shares held by or for the benefit of the reporting person's three minor children. Then names of the three minor children are Julia Elizabeth Baker, Mary Cameron Baker and Samuel McDonald Baker.

F5: The reporting person was awarded 17,840 stock options pursuant to the Company's 2006 Stock Incentive Plan. The options vest ratably over 5 years commencing on the first anniversary of grant date.