FRP HOLDINGS, INC. — Director's Dealing 2012

Jan 23, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PATRIOT TRANSPORTATION HOLDING INC (PATR)
CIK: 0000844059
Period of Report: 2012-01-20

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-01-20	Common Stock	M	3000	$9.667	Acquired	4500	Direct
2012-01-20	Common Stock	M	3000	$10.147	Acquired	7500	Direct
2012-01-20	Common Stock	M	3000	$7.553	Acquired	10500	Direct
2012-01-20	Common Stock	M	3000	$7.2	Acquired	13500	Direct
2012-01-20	Common Stock	M	3000	$7.923	Acquired	16500	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-01-20	Option to Buy	$9.667	M	3000	Disposed	2012-02-05	Common Stock (3000)	Direct
2012-01-20	Option to Buy	$10.147	M	3000	Disposed	2012-04-30	Common Stock (3000)	Direct
2012-01-20	Option to Buy	$7.553	M	3000	Disposed	2012-08-06	Common Stock (3000)	Direct
2012-01-20	Option to Buy	$7.2	M	3000	Disposed	2012-10-02	Common Stock (3000)	Direct
2012-01-20	Option to Buy	$7.923	M	3000	Disposed	2012-12-03	Common Stock (3000)	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: 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.

F2: Shares are held by trusts 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.

F3: 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.

F4: Shares are held as beneficiary of a retirement account.

F5: Shares are held by Edward L. Baker Living Trust.