FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

BAKER JOHN D II
2. Issuer Name and Ticker or Trading Symbol

FRP HOLDINGS, INC. [ FRPH ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    __X__ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
Chief Executive Officer
(Last)          (First)          (Middle)

200 W. FORSYTH STREET, 7TH FLOOR
3. Date of Earliest Transaction (MM/DD/YYYY)

3/4/2020
(Street)

JACKSONVILLE, FL 32202
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock (1)3/4/2020  A  2160 A$0 14160 D  
Common Stock (2)3/4/2020  A  4320 A$0 18480 D  
Common Stock         10025 I IRA 
Common Stock         235789 I Held in Living Trust 
Common Stock         3789 I Held in Wife's Living Trust (3)
Common Stock         1113474 I See footnote (4)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares

Explanation of Responses:
(1) The Reporting Person was awarded shares pursuant to the Issuer's Equity Incentive Plan. The shares vest ratably over four years commencing on the first anniversary of the grant date.
(2) 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, 2021, and, if the performance-based criteria are achieved, the shares will vest ratably over four years commencing on March 31, 2022, subject to the Reporting Person's continued employment.
(3) The Reporting Person disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.
(4) 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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
BAKER JOHN D II
200 W. FORSYTH STREET
7TH FLOOR
JACKSONVILLE, FL 32202
XXChief Executive Officer

Signatures
Kelly D. Waters, as Attorney-in-Fact for John D. Baker II3/6/2020
**Signature of Reporting PersonDate

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