UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(AMENDMENT NO. __)*
FRP Holdings, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
30292L107
(CUSIP Number)
December 31, 2018
(Date of Event Which Requires Filing of this Statement)
Daniel B. Nunn, Jr.
Nelson Mullins
50 North Laura Street
41st Floor
Jacksonville, Florida 32202
(904) 665-3601
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[_] Rule 13d-1(b)
[X] Rule 13d-1(c)
[_] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Exchange Act or
otherwise subject to the liabilities of that section of the Exchange Act but
shall be subject to all other provisions of the Exchange Act (however, see the
Notes).
SCHEDULE 13G
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CUSIP No.: 30292L107
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1 NAME OF REPORTING PERSON
Cynthia P. Ogden, as trustee for the Trust FBO Sarah B. Porter
U/A Cynthia L. Baker Trust Dated 4/30/1965
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
Florida
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5 SOLE VOTING POWER
913,911
NUMBER OF SHARES --------------------------------
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 0
EACH --------------------------------
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 913,911
WITH --------------------------------
8 SHARED DISPOSITIVE POWER
0
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
913,911
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.2%
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12 TYPE OF REPORTING PERSON
OO
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Preliminary Statement.
This Schedule 13G, which is being filed by the Trust FBO Sarah B. Porter
U/A Cynthia L. Baker Trust Dated 4/30/1965 (the "Reporting Person"), amends,
supplements and replaces, with respect to the Reporting Person, the Schedule
13D (the "Schedule 13D") filed jointly with the Commission on April 2, 2018,
by the Reporting Person and the following shareholders of the Issuer: Edward
L. Baker, John D. Baker II, Edward L. Baker II, Edward L. Baker Living Trust,
Trust FBO Edward L. Baker U/A Cynthia L. Baker Trust dated 4/30/1965, John D.
Baker II Living Trust, Trust for John D. Baker II, Trust FBO John D. Baker II
U/A Cynthia L. Baker Trust dated 4/30/1965, Anne D. Baker Revocable Living
Trust, Edward L'Engle Baker II Revocable Living Trust, John D. Baker III
Revocable Living Trust, Susan A. Baker Revocable Living Trust, Thompson S.
Baker II Revocable Living Trust, Martha F. Baker Revocable Living Trust,
Julia Elizabeth Baker Trust, Mary Cameron Baker Trust, and Samuel McDonald
Baker Trust (collectively, the "Schedule 13D Filers"). The Schedule 13D was
filed in connection with the execution of a Voting and Support Agreement,
dated March 22, 2018, by the Schedule 13D Filers (the "Voting Agreement")
relating to the sale by the Issuer of its portfolio of 41 warehouse
properties to BRE Foxtrot Parent, LLC, a Delaware limited liability company
on May 21, 2018 (the "Sale Transaction"). The Schedule 13D superseded a
Schedule 13G previously filed by the Reporting Person relating to the common
stock of the Issuer.
The Schedule 13D Filers determined that, following the consummation of the
Sale Transaction, they no longer hold shares of common stock of the Issuer
with any purpose or effect of changing or influencing control of the Issuer,
or in connection with or as a participant in any transaction having that
purpose of effect. In accordance with Rule 13d-1(h), the Reporting Person
accordingly determined to again report its beneficial ownership of shares of
common stock of the Issuer on Schedule 13G.
Item 1.
(a) The name of the Issuer is FRP Holdings, Inc.
(b) The Issuer's principal executive offices are located at
200 West Forsyth Street, 7th Floor, Jacksonville, Florida 32202.
Item 2.
(a) This Schedule 13G is filed on behalf of Cynthia P. Ogden, as
trustee for the Trust FBO Sarah B. Porter U/A Cynthia L. Baker Trust Dated
4/30/1965 (the "CLB Trust").
(b) The principal executive offices of the SBP Trust are located
at 1165 5th Avenue, #10-D, New York, NY 10029.
(c) The Cynthia L'Engle Baker Trust (the "CLB Trust") was
organized as a Florida trust on April 30, 1965. The SBP Trust was created
as a separate trust under the CLB Trust on November 8, 2007.
(d) This Schedule 13G relates to the common stock of the Issuer,
par value $.10 per share.
(e) The CUSIP number of the common stock is 30292L107.
Item 3.
Not applicable
Item 4.
(a) Amount beneficially owned:
1) SBP Trust: 913,911
Total: 913,911
(b) Percent of class:
1) SBP Trust: 9.2%
Total: 9.2%
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(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
1) SBP Trust: 913,911
Total: 913,911
(ii) Shared power to vote or to direct the vote:
1) SBP Trust: 0
Total: 0
(iii) Sole power to dispose or to direct the disposition of:
1) SBP Trust: 913,911
Total: 913,911
(iv) Shared power to dispose or to direct the disposition of:
1) SBP Trust: 0
Total: 0
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
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Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not held
for the purpose of or with the effect of changing or influencing the control
of the issuer of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having that purpose
or effect, other than activities solely in connection with a nomination
under Section 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
Statement is true, correct and complete.
Dated: February 13, 2019.
/s/ Cynthia P. Ogden
---------------------------------
Cynthia P. Ogden, as Trustee
for the Trust FBO Sarah B. Porter
U/A Cynthia L. Baker Trust Dated
4/30/1965
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