CUSIP No. 3029L107 Page 5 of 8
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ITEM 1. SECURITY AND ISSUER
(a) The title and class of equity securities to which this statement
relates is common stock, par value $0.10, of FRP Holdings, Inc.,
a Florida corporation (the "Issuer").
(b) The principal executive office of the Issuer is located at
200 West Forsyth Street, 7th Floor, Jacksonville, Florida 32202.
ITEM 2. IDENTITY AND BACKGROUND
(a) Name of person filing: This schedule is being filed jointly by
John D. Baker II, an individual; Edward L. Baker II, an individual;
and the Trust FBO John D. Baker II U/A Cynthia L. Baker Trust, dated
4/30/1965 (the "Trust," and collectively with John D. Baker II and
Edward L. Baker II, the "Reporting Persons" or the "Shareholders").
(b) Address of principal business office:
a. 200 West Forsyth Street, 7th Floor, Jacksonville, Florida
32202, is the business address for John D. Baker II
(individually, and as co-trustee of the Trust); and
b. 200 West Forsyth Street, 12th Floor, Jacksonville, Florida
32202, is the business address of Edward L. Baker II
(individually, and as co-trustee of the Trust)
(c) Present principal occupation or employment:
a. John D. Baker II serves as the Executive Chairman and Chief
Executive Officer and a director of the Issuer; and
b. Edward L. Baker II serves as a director of Patriot
Transportation Holding, Inc., a Florida Corporation.
(d) During the last five years, neither John D. Baker II nor Edward L.
Baker II were convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanor).
(e) During the last five years, neither John D. Baker II nor Edward L.
Baker II were a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction, as a result of which
either were or are subject to a judgment, decree, or final order
enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
(f) Citizenship: Both John D. Baker II and Edward L. Baker II are
citizens of the United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The Reporting Persons hereby incorporate by reference the information set
forth in Item 4 of this Schedule 13D, and the information set forth in Item 4
of the Schedule 13D filed with the Securities and Exchange Commission on
April 4, 2018.
ITEM 4. PURPOSE OF TRANSACTION
This Schedule 13D is filed by jointly by John D. Baker II, Edward L. Baker
II and the Trust FBO John D. Baker II U/A Cynthia L. Baker Trust dated
4/30/1965 ("Reporting Persons", and each, a "Reporting Person"). The Reporting
Persons have historically filed statements of beneficial ownership on Schedule
13G as a group, 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"), the Reporting Persons filed a Schedule 13D with the
Commission on April 2, 2018 ("the Previous Schedule 13D") jointly with the
following shareholders of the Issuer: Edward L. Baker, Trust FBO Edward L.
Baker U/A Cynthia L. Baker Trust dated 4/30/1965, Edward L. Baker Living
Trust, John D. Baker II Living Trust, Trust for John D. Baker II, 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 with the Reporting
Persons, the "Schedule 13D Filers"). The Schedule 13D superseded the
Previous Schedule 13G with respect to the Reporting Persons as relating to
the common stock of the Issuer.
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