PATI Patriot Transportation Holding Inc

⁽¹⁾ As of January 10, 2023.

⁽¹⁾ As of January 10, 2023.

⁽¹⁾ As of January 10, 2023.

EXPLANATORY NOTE

This Amendment No. 1 to Schedule 13D (“Amendment No. 1”) relates to the common stock, par value $0.10 per share (“Common Stock”) of Patriot Transportation Holding, Inc., a Florida corporation (the “Issuer”) and is being filed to amend the Schedule 13D filed with the Securities Exchange Commission (the “SEC”) on February 9, 2015 by the Trust FBO John D. Baker II U/A Cynthia L. Baker Trust dated 4/30/1965 (the “JDB Trust”), John D. Baker II and Edward L. Baker II (the “Original Schedule 13D”).

This Amendment No. 1 is being filed in relation to increases in John D. Baker II’s beneficial ownership related to (i) the administration of Edward L. Baker’s estate, of which John D. Baker has been appointed as co-executor, (ii) the issuance of Common Stock awards to Mr. Baker in accordance with the Issuer’s director compensation policy, and (iii) various acquisitions of Common Stock by Mr. Baker in open market transactions since the date of the Original Schedule 13D.

This Amendment No. 1 amends Items 2, 3, 4 and 5 of the Original Schedule 13D as follows:

ITEM 2. IDENTITY AND BACKGROUND

Item 2(c) is amended and restated in its entirety as follows:

Edward L. Baker II is the President of Blue Water Industries. The principal executive office of Blue Water Industries is located at 200 W. Forsyth Street, 12^th Floor, Jacksonville, Florida 32202.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

Item 3 is amended and restated in its entirety as follows:

Except as set forth herein, the each of the Reporting Persons acquired all shares of Common Stock reported in this statement as a result of the spin-off (“Spin-off”) of the Issuer by FRP Holdings, Inc., a Florida corporation ("FRP") on January 30, 2015, wherein FRP distributed, by way of a dividend, all of the shares of Common Stock of the Issuer to its shareholders of record as of 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.

Between the date of the Original Schedule 13D and August 19, 2022, John D. Baker II purchased a total of 63,314 shares of Common Stock in open market transactions using personal funds. No individual transaction or series of related transactions constituted the acquisition of one percent or more of the Common Stock. The table below sets forth additional detail regarding such purchases.

On May 10, 2022, John D. Baker II was awarded 3,084 shares of Common Stock pursuant to the Issuer’s director compensation policy.

Following Edward L. Baker’s passing on April 28, 2022, John D. Baker II was appointed as co-executor of Mr. Baker’s estate, and as a result, is deemed to have shared voting and investment power with respect to 41,651 shares of Common Stock held by Mr. Baker’s estate.

ITEM 4. PURPOSE OF TRANSACTION

Item 4 is amended and restated in its entirety as follows:

The JDB Trust and Edward L. Baker II acquired all shares of Common Stock reported in this statement as a result of the Spin-off. John D. Baker II acquired all shares of Common Stock reported in this statement (i) as a result of the Spin-off, (ii) in connection with the Issuer’s director incentive compensation policies and plans, (iii) by purchasing shares in open market transactions using personal funds, or (iv) as a result of the administration of the estate of Edward L. Baker. Each Reporting Person currently intends to hold such shares for investment purposes. John D. Baker II serves as a director of the Issuer and will continue to participate in and receive awards granted to directors under the Issuer’s incentive compensation policies for as long as he serves as a director of the Issuer.

Other than as set forth in this statement, no Reporting Person has present plans or proposals that relate to or would result in:

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 the Reporting Persons 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 expects that they 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.

Items 5(a) and 5(b) are amended and restated in their entireties as follows:

As of January 10, 2023, John D. Baker II beneficially owned an aggregate of 563,360 shares, constituting 16.17% of the Common Stock outstanding. This calculation includes: (i) 371,158 shares held by the JDB Trust, of which Mr. Baker serves as co-trustee with Edward L. Baker II, and as to which Mr. Baker disclaims beneficial ownership except to the extent of his pecuniary interest therein; (ii) 4,000 shares that he holds directly; (iii) 141,947 shares held in his Living Trust; (iv) 3,341 shares held in retirement accounts; (v) 1,263 shares held by his wife's Living Trust, as to which he disclaims beneficial ownership; and (vi) 41,651 shares held by the estate of Edward L. Baker, of which Mr. Baker and Thompson S. Baker II are co-executors and as to which Mr. Baker disclaims beneficial ownership.

As of January 10, 2023, Edward L. Baker II beneficially owned an aggregate of 403,591 shares, constituting 11.6% of the Common Stock outstanding. This calculation includes: (i) 371,158 shares held by the JDB Trust, of which Mr. Baker serves as co-trustee with John D. Baker II and as to which Mr. Baker disclaims beneficial ownership except to the extent of his pecuniary interest therein; and (ii) 32,433 shares held in his Living Trust.

As of January 10, 2023, John D. Baker II had sole voting and dispositive power with respect to 149,288 shares of Common Stock, which includes: (i) 4,000 shares that he holds directly; (ii) 141,947 shares held in his Living Trust; and (iii) 3,341 shares held in his retirement accounts; and Mr. Baker had shared dispositive power with respect to 412,809 shares of Common Stock, which includes the 371,158 shares held by the JDB Trust, of which Mr. Baker serves as co-trustee with Edward L. Baker II, and 41,651 shares held by the estate of Edward L. Baker, of which Mr. Baker serves as co-executor with Thompson S. Baker II.

As of January 10, 2023, Edward L. Baker II had sole voting and dispositive power of 32,433 shares that he holds in his living trust; and Mr. Baker had shared dispositive power with respect to the 371,158 shares held by the JDB Trust, of which Mr. Baker serves as co-trustee with John D. Baker II.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS

SIGNATURES

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.

Joint Filing Agreement

In accordance with Rule 13d-1(k) under the Securities and Exchange Act of 1934, the persons or entities named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the shares of Common Stock of the Issuer and further agree that this joint filing agreement be included as an exhibit to this Schedule 13D. In evidence thereof, the undersigned, being duly authorized, have executed this Joint Filing Agreement as of the dates set forth below.