FRP HOLDINGS, INC. — Director's Dealing 2021

Jan 5, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FRP HOLDINGS, INC. (FRPH)
CIK: 0000844059
Period of Report: 2021-01-01

Reporting Person: BAKER JOHN D II (Director, Chief Executive Officer, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-01-01	Common Stock	A	2196	—	Acquired	6516	Direct
2021-01-01	Common Stock	A	4392	—	Acquired	10908	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	249949	Indirect
Common Stock	10025	Indirect
Common Stock	3789	Indirect
Common Stock	1113474	Indirect

Footnotes

F1: The Reporting Person was awarded shares pursuant to the Issuer's Equity Incentive Plan. The shares vest ratably over four years commencing on December 31, 2021.

F2: The Reporting Person was awarded shares of restricted stock pursuant to the Issuer's Equity Incentive Plan. The shares are subject to performance-based vesting criteria for the two-year period ending December 31, 2022. If the performance-based criteria are achieved, 25% of the shares will vest upon the Compensation Committee's determination (in March 2023) that such criteria have been achieved, and 25% will vest on December 31st of each of 2023, 2024, and 2025, subject to the Reporting Person's continued employment.

F3: Excludes 14,160 shares previously owned directly which were contributed to a grantor retained annuity trust on December 24, 2020.

F4: The Reporting Person disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.

F5: Shares are held by the Trust FBO John D. Baker II U/A Cynthia L. Baker Trust dated 4/30/1965, for which the Reporting Person serves as co-trustee, and of which the Reporting Person is the sole income beneficiary. The Reporting Person disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.