FRP HOLDINGS, INC. — Director's Dealing 2017

May 26, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FRP HOLDINGS, INC. (FRPH)
CIK: 0000844059
Period of Report: 2017-05-24

Reporting Person: BAKER THOMPSON S II (Former CEO & Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-05-24	Common Stock	M	17840	$19.686	Acquired	119565	Direct
2017-05-24	Common Stock	M	10700	$31.1	Acquired	130265	Direct
2017-05-24	Common Stock	M	12340	$26.967	Acquired	142605	Direct
2017-05-24	Common Stock	M	7040	$31.15	Acquired	149645	Direct
2017-05-24	Common Stock	M	5955	$39	Acquired	155600	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-05-24	Option to Buy	$19.686	M	17840	Disposed	2022-12-05	Common Stock (17840)	Direct
2017-05-24	Option to Buy	$31.1	M	10700	Disposed	2023-12-04	Common Stock (10700)	Direct
2017-05-24	Option to Buy	$26.967	M	12340	Disposed	2024-12-03	Common Stock (12340)	Direct
2017-05-24	Option to Buy	$31.15	M	7040	Disposed	2025-12-06	Common Stock (7040)	Direct
2017-05-24	Option to Buy	$39	M	5955	Disposed	2026-12-06	Common Stock (5955)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
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.