FRP HOLDINGS, INC. — Director's Dealing 2012

Feb 2, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PATRIOT TRANSPORTATION HOLDING INC (PATR)
CIK: 0000844059
Period of Report: 2012-02-01

Reporting Person: BAKER EDWARD L (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-01	Common Stock	A	2000	—	Acquired	18500	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	140814	Indirect
Common Stock	58199	Indirect
Common Stock	432	Indirect
Common Stock	2542	Indirect
Common Stock	26191	Indirect

Footnotes

F1: The reporing person was awarded 2,000 shares of common stock pursuant to the Company's compensation arrangements with its directors.

F2: Shares are held by a trust for the benefit of the reporting person and his heirs. These shares were formerly held by Baker Holdings, LP, which owned 1,061,521 shares. On February 26, 2010, 371,014 shares were transferred by Baker Holdings to this trust in connection with the liquidation of Baker Holdings LP.

F3: Shares are held by trsuts for benefit of the children of John D. Baker II. The reporting person serves as trustee of these trusts but disclaims beneficial ownership of these shares.

F4: Shares are held by STABANCO, nominee of SunTrust Bank. These shares are held in a fiduciary account (in a trust in which SunTrust Bank and the reporting person are trustees) but to which the reporting person has potential income rights.

F5: Shares are held as beneficiary of a retirement account.

F6: Shares are held by Edward L. Baker Living Trust.