Amended Statement of Ownership (sc 13g/a)
February 14 2019 - 11:52AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(AMENDMENT NO. 1)*
Patriot Transportation Holding, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
70338W105
(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)
[_] Rule 13d-1(c)
[X] 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/A
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CUSIP No.: 70338W105
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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
304,637
NUMBER OF SHARES --------------------------------
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 0
EACH --------------------------------
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 304,637
WITH --------------------------------
8 SHARED DISPOSITIVE POWER
0
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
304,637
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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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Item 1.
(a) The name of the Issuer is Patriot Transportation 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/A 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/A relates to the common stock of the Issuer,
par value $.10 per share.
(e) The CUSIP number of the common stock is 70338W105.
Item 3.
Not applicable
Item 4.
(a) Amount beneficially owned:
1) SBP Trust: 304,637
Total: 304,637
(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: 304,637
Total: 304,637
(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: 304,637
Total: 304,637
(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.
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If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial owner of more
than 5 percent of the class of securities, check the following [x].
See Item 9.
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.
The previously-reported group consisting of Cynthia P. Ogden and
Sarah B. Porter, co-trustees of the SBP Trust, was dissolved upon the death of
Sarah B. Porter on January 25, 2018. All further filings with respect to
transactions in the common stock of the Issuer will be reported, if required,
by members of the group, in their individual capacities.
Item 10. Certification.
Not applicable.
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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