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CUSIP No.: 30292L107 Page 3 of 5
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PRELIMINARY STATEMENT:
This Schedule 13G is filed by Thompson S. Baker II ("Reporting Person").
The Reporting Person has historically filed on Schedule 13G as a member of a
group comprised of the Reporting Person, Edward L. Baker and the Trust FBO
Edward L. Baker U/A Cynthia L. Baker Trust dated 4/30/1965, for which the
most recent filing was made with the Commission on February 14, 2018 (the
"Previous Schedule 13G"). In connection with the execution of a Voting and
Support Agreement, dated March 22, 2018, 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"),
Edward L. Baker and the Trust FBO Edward L. Baker U/A Cynthia L. Baker Trust
dated 4/30/1965 filed a Schedule 13D with the Commission on April 2, 2018
(the "Schedule 13D") jointly with the following shareholders of the Issuer:
John D. Baker II, Edward L. Baker II, Edward L. Baker Living Trust, 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, Samuel McDonald Baker
Trust, and Trust FBO Sarah B. Porter U/A Cynthia L. Baker Trust Dated
4/30/1965 (collectively, the "Schedule 13D Filers"). The Schedule 13D
superseded the Previous Schedule 13G with respect to Edward L. Baker and the
Trust FBO Edward L. Baker U/A Cynthia L. Baker Trust relating to the common
stock of the Issuer. The Reporting Person, in his individual capacity, was
not a reporting person under the Schedule 13D.
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 with the effect of, changing or influencing control over
the Issuer. Further, neither Edward L. Baker nor the Trust FBO Edward L.
Baker U/A Cynthia L. Baker Trust dated 4/30/1965 own more than five percent
of the common stock of the Issuer, and, accordingly, are no longer required
to file a statement on Schedule 13D or Schedule 13G.
The Reporting Person has determined to individually file a statement of his
beneficial ownership of shares of common stock of the Issuer on Schedule 13G,
pursuant to Rule 13d-1(c).
ITEM 1.
(a) The name of the Issuer is FRP Holdings, Inc.
(b) Address of principal business office: 200 West Forsyth Street,
7th Floor, Jacksonville, Florida 32202
ITEM 2.
(a) Name of person filing: Thompson S. Baker II
(b) Address of principal business office: 200 West Forsyth Street,
7th Floor, Jacksonville, Florida 32202
(c) Citizenship: United States
(d) Title of class of securities: common stock of the Issuer, par value
$0.10 per share
(e) CUSIP number: 30292L10
ITEM 3.
Not applicable
ITEM 4.
(a) Amount beneficially owned: 587,870
(b) Percent of class: 5.9%
(c) Number of shares as to which the person has:
(i) Sole power to vote or direct the vote: 155,600
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