UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
PATRIOT TRANSPORTATION HOLDING, INC.
(Name of Issuer)
Common Stock, par value $0.10 per share
(Title of Class of Securities)
70338W105
(CUSIP Number)
Daniel B. Nunn, Jr.
Nelson Mullins
50 North Laura Street, 41st Floor
Jacksonville, FL 32202
(904) 665-3601
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
February 7, 2017
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box. [ ]
* 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
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 Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
Schedule 13D/A
CUSIP No. 70338W105
------------------------------------------------------------------------------
1. Name of Reporting Person
Edward L. Baker and Thompson S. Baker II, as trustees for
the separate trust for Edward L. Baker created under the
Cynthia L. Baker Trust U/A/D April 30, 1965.
------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [X]
------------------------------------------------
(b) [ ]
------------------------------------------------
3. SEC Use Only
------------------------------------------------------------
4. Source of Funds
OO
------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings Is Required
Pursuant to Items 2(d) or 2(e) [ ]
------------------------------------------------------------
6. Citizenship or Place of Organization
Florida
------------------------------------------------------------
Number of 7. 141,158 Sole Voting Power
Shares --------------------------
Beneficially 8. 0 Shared Voting Power
Owned by --------------------------
Each 9. 141,158 Sole Dispositive Power
Reporting --------------------------
Person With 10. 0 Shared Dispositive Power
--------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
141,158
------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares [ ]
------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
4.27%
------------------------------------------------------------
14. Type of Reporting Person
I
------------------------------------------------------------
|
Schedule 13D/A
CUSIP No. 70338W105
------------------------------------------------------------------------------
1. Name of Reporting Person
Edward L. Baker
------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [X]
------------------------------------------------
(b) [ ]
------------------------------------------------
3. SEC Use Only
------------------------------------------------------------
4. Source of Funds
OO
------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings Is Required
Pursuant to Items 2(d) or 2(e) [ ]
------------------------------------------------------------
6. Citizenship or Place of Organization
Florida
------------------------------------------------------------
Number of 7. 29,584 Sole Voting Power
Shares --------------------------
Beneficially 8. 141,158 Shared Voting Power
Owned by --------------------------
Each 9. 29,584 Sole Dispositive Power
Reporting --------------------------
Person With 10. 141,158 Shared Dispositive Power
--------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
170,982
------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares [X]
------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
5.16%
------------------------------------------------------------
14. Type of Reporting Person
I
------------------------------------------------------------
|
Schedule 13D/A
CUSIP No. 70338W105
------------------------------------------------------------------------------
1. Name of Reporting Person
Thompson S. Baker II
------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [X]
------------------------------------------------
(b) [ ]
------------------------------------------------
3. SEC Use Only
------------------------------------------------------------
4. Source of Funds
OO
------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings Is Required
Pursuant to Items 2(d) or 2(e) [ ]
------------------------------------------------------------
6. Citizenship or Place of Organization
Florida
------------------------------------------------------------
Number of 7. 33,921 Sole Voting Power
Shares --------------------------
Beneficially 8. 143,597 Shared Voting Power
Owned by --------------------------
Each 9. 33,921 Sole Dispositive Power
Reporting --------------------------
Person With 10. 143,597 Shared Dispositive Power
--------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
185,942
------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares [X]
------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
5.62%
------------------------------------------------------------
14. Type of Reporting Person
I
------------------------------------------------------------
|
Explanatory Note
This Amendment (this "Amendment") relates to the shares of common
stock, par value $0.10 per share ("Common Stock"), issued by Patriot
Transportation Holding, Inc. (the "Issuer"). This Amendment is being filed
(i) to correct clerical errors in the Schedule 13D filed by the Reporting
Persons on February 9, 2015 (the "Original Filing"), specifically, as of the
date of the Original Filing, (a) the ELB Trust's beneficial ownership and
sole voting and dispositive power was understated by 67 shares of Common
Stock; (b) Edward L. Baker's beneficial ownership and sole and dispositive
voting power were overstated by 23,514 and 23,761 shares of Common Stock,
respectively, and his shared voting and dispositive power were understated by
67 shares of Common Stock; and (c) Thompson S. Baker II's beneficial ownership
and sole voting and dispositive power were overstated by 12,489 and 3,262
shares of Common Stock, respectively, and his shared voting and dispositive
power were understated by 313 shares of Common Stock; and (ii) to amend Edward
L. Baker's ownership disclosed on the Original Filing following the transfer
of 27,199 shares of Common Stock that Mr. Baker held as trustee to the
beneficiary of the trust, pursuant to the trust documents. Ownership and
voting and dispositive power reported in this Amendment reflect the ownership
and voting and dispositive power of the Reporting Persons as of the date of
this Amendment.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 is amended and restated in its entirety to read as follows:
Except as provided below, the Reporting Persons acquired all shares
of Common Stock reported in this Statement as a result of the spin-off of the
Issuer by FRP Holdings, Inc. ("FRP") on February 7, 2017 (the "Spin-off").
FRP distributed, by way of a dividend, all of the shares of Common Stock of
the Issuer to its shareholders of record on January 9, 2015 (the "Record
Date"). Shareholders of FRP on the Record Date received one share of the
Issuer's Common Stock for every three shares of FRP common stock held.
Since the Spin-off, (i) Edward L. Baker has received a total of
5,378 shares of Common Stock in accordance with the issuer's director
compensation policy (the "Director Grants"), and (ii) Thompson S. Baker II
has received a total of 22,495 options to purchase Common Stock, which vest
ratably over a five-year period (the "Employee Option Grants"), pursuant to
the issuer's Equity Incentive Plan.
Item 4. Purpose of Transaction
Item 4 is amended and restated in its entirety to read as follows:
The Reporting Persons acquired all shares of Common Stock reported in
this Statement as a result of the Spin-off, the Director Grants and the
Employee Option Grants and currently intend to hold such shares for investment
purposes. Other than as set forth in this Statement, the Reporting Persons
have no present plans or proposals that relate to or would result in:
(a) The acquisition by any person of additional securities of the
Issuer, or the disposition of securities of the Issuer;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its
subsidiaries;
(c) A sale or transfer of a material amount of assets of the Issuer
or of any of its subsidiaries;
(d) Any change in the present board of directors or management of
the Issuer, including any plans or proposals to change the number or
term of directors or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend
policy of the Issuer;
(f) Any other material change in the Issuer's business or corporate
structure;
(g) Changes in the Issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the Issuer by any person;
(h) A class of securities of the Issuer being delisted from a
national securities exchange or ceasing to be authorized to be
quoted in an inter-dealer quotation system of a registered national
securities association;
(i) A class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act;
or
(j) Any action similar to any of those enumerated in items (a)-(i)
above.
The Reporting Persons intend to continuously review their investments
in the Issuer, and may in the future determine (i) to acquire additional
securities of the Issuer, through open market purchases, private agreements
or otherwise, (ii) to dispose of all or a portion of the securities of the
Issuer owned by them or (iii) to take any other available course of action,
which could involve one or more of the types of transactions or have one or
more of the results described in the second paragraph of this Item 4.
Notwithstanding anything contained herein, the Reporting Persons specifically
reserve the right to change their intentions with respect to any or all of
such matters. In reaching any decision as to a course of action (as well as
to the specific elements thereof), the Reporting Persons currently expect
that it would take into consideration a variety of factors, including, but
not limited to, the following: the Issuer's business and prospects; other
developments concerning the Issuer and its businesses generally; other
business opportunities available to the Reporting Persons; developments with
respect to the business of the Reporting Persons; changes in law and
government regulations; general economic conditions; and money and stock
market conditions, including the market price of the securities of the
Issuer.
Item 5. Interest in Securities of the Issuer
Item 5 is amended and restated in its entirety to read as follows:
(a) As of February 7, 2017, the Reporting Persons, as a group (as
defined in section 13(d)(3) of the Securities Exchange Act) beneficially
owned an aggregate of 215,526 shares of Common Stock, constituting 6.51% of
the Common Stock outstanding.
Edward L. Baker beneficially owned an aggregate of 170,982 shares,
constituting 5.16% of the Common Stock outstanding. This calculation includes:
(i) 141,158 shares held by the ELB Trust, (ii) 1,373 shares that he holds
directly; (iii) 28,211 shares held by his Living Trust; and (iv) 240 shares
held by the Ann McDonald Baker Trust, of which Mr. Baker is a beneficiary.
Thompson S. Baker II beneficially owned an aggregate of 185,942
shares, constituting 5.62% of the Common Stock outstanding. This calculation
includes: (i) 141,158 shares held by the ELB Trust, as to which he disclaims
beneficial ownership; (ii) 33,908 shares that he holds directly; (iii) 13
shares held in retirement accounts; (v) 7,691 shares issuable under options
that are exercisable within 60 days of February 7, 2017; (v) 733 shares held
by his wife, as to which he disclaims beneficial ownership; (vi) 2,199
shares held for the benefit of his minor children, as to which he disclaims
beneficial ownership; and (vii) 240 shares held by the Ann McDonald Baker
Trust, for which Mr. Baker serves as a trustee and of which Mr. Baker is a
beneficiary.
(b) As of February 7, 2017, the ELB Trust had sole voting and
dispositive power with respect to 141,158 shares Common Stock and no shared
dispositive power.
Edward L. Baker had sole voting and dispositive power with respect
to 29,584 shares of Common Stock, which includes the (i) 28,211 shares held
in his Living Trust; and (ii) 1,373 shares that he holds directly. Mr. Baker
had shared dispositive power with respect to the 141,158 shares of Common
Stock held by the ELB Trust.
Thompson S. Baker II has sole voting and dispositive power with
respect to 33,921 shares of Common Stock, which includes: (i) 33,908 shares
that he holds directly; and (ii) 13 shares held in retirement accounts.
Mr. Baker has shared dispositive power with respect to 143,597 shares of
Common Stock, which includes: (i) 141,158 shares held by the ELB Trust;
(ii) 2,199 shares held in trust for the benefit of his minor children; and
(iii) 240 shares held by the Ann McDonald Baker Trust, for which Mr. Baker
serves as a trustee and of which Mr. Baker is a beneficiary.
(c) In the last sixty days, the following transaction was
effected: Edward L. Baker was granted 1,849 shares of Common Stock in
accordance with the issuer's director compensation policy.
(d) No person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, the
securities described in this Item 5.
(e) Not applicable.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete
and correct.
Date: February 13, 2017
/s/ Edward L. Baker
-----------------------------------------
Edward L. Baker
/s/ Thompson S. Baker II
-----------------------------------------
Thompson S. Baker II
/s/ Edward L. Baker, as trustee
-----------------------------------------
Edward L. Baker, as trustee
/s/ Thompson S. Baker II, as trustee
-----------------------------------------
Thompson S. Baker II, as trustee
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