FRP HOLDINGS, INC. — Director's Dealing 2016

Dec 9, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FRP HOLDINGS, INC. (FRPH)
CIK: 0000844059
Period of Report: 2016-12-07

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

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-12-07	Option to Buy	$39	M	5955	Acquired	2026-12-06	Common Stock (5955)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	101725	Direct
Common Stock	21	Indirect
Common Stock	18	Indirect
Common Stock	2199	Indirect
Common Stock	6597	Indirect
Common Stock	423274	Indirect

Footnotes

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

F2: Shares held as beneficiary of an employee stock purchase plan.

F3: Shares held in trust for the benefit of the reporting person's children.

F4: Shares held by Edward L. Baker and Thompson S. Baker II, as trustees for the separate trust for Edward L. Baker created under the Cynthia L. Baker Trust U/A/D April 30, 1965. The reporting person disclaims beneficial ownership of these shares.

F5: The reporting person was awarded stock options pursuant to the Issuer's Equity Incentive Plan. Options vest ratably over 5 years commencing on the first anniversary of the grant date.