FRP Holdings Files SC 13D/A Amendment

TL;DR

FRP Holdings filed an amendment to its 13D. No major ownership changes disclosed, just updates.

AI Summary

On November 19, 2024, FRP Holdings, Inc. filed an amendment (Amendment No. 2) to its Schedule 13D. This filing relates to the beneficial ownership of the company's common stock. The filing does not disclose specific changes in beneficial ownership percentages or new significant stakeholders, but rather updates information regarding the reporting persons.

Why It Matters

This amendment to the Schedule 13D filing indicates updates to the reporting of beneficial ownership for FRP Holdings, Inc., which could signal changes in significant stakeholder positions or strategies.

Risk Assessment

Risk Level: low — The filing is an amendment to a previous disclosure and does not report new significant acquisitions or changes in control, suggesting a routine update.

Key Players & Entities

• FRP HOLDINGS, INC. (company) — Subject Company
• PATRIOT TRANSPORTATION HOLDING INC (company) — Former Company Name
• FRP PROPERTIES INC (company) — Former Company Name

FAQ

Key Financial Figures

• $0.10 — relates to the common stock, par value $0.10 per share (" Common Stock ") of FRP Hol
• $429,265 — gregate purchase price of approximately $429,265, using personal funds. On November 15
• $10,000,000 — , for a purchase price of approximately $10,000,000, using funds on hand. ITEM 4. PURPOSE

Filing Documents

• frph-schedule13damendment2.htm (SC 13D/A) — 86KB
• 0000844059-24-000042.txt ( ) — 88KB

IDENTITY AND BACKGROUND

ITEM 2. IDENTITY AND BACKGROUND

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

Item 2(c) is amended and restated in its entirety as follows (c) John D. Baker II is the Executive Chairman of the Board of Directors of FRP Holdings, Inc. The principal executive office of FRP Holdings, Inc. is located at 200 W. Forsyth Street, 7 th Floor, Jacksonville, Florida 32202. 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.

SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

is amended as follows

Item 3 is amended as follows The Reporting Persons hereby incorporate by reference the information set forth in Item 4 of this Amendment No. 2. Between the date of the Amendment No. 1 to the Schedule 13D and the date of this filing, John D. Baker II was awarded 1,656 shares (as adjusted for the Stock Split) of Common Stock pursuant to the Issuer's officer and director compensation policies. In May 2023, John D. Baker II purchased 16,086 shares of Common Stock in open market transactions for an aggregate purchase price of approximately $429,265, using personal funds. On November 15, 2024, the JDB Trust purchased 344,827 shares of Common Stock from CLB 1965, LLC, which is an affiliate of a family member, and which reports its beneficial ownership of the Issuer's Common Stock on Schedule 13G (most recently filed with the SEC on February 1, 2023), for a purchase price of approximately $10,000,000, using funds on hand.

PURPOSE OF TRANSACTION

ITEM 4. PURPOSE OF TRANSACTION

is amended as follows

Item 4 is amended as follows Each Reporting Person currently intends to hold the shares of Common Stock reported on this Schedule 13D 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 (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 acqui

INTEREST IN SECURITIES OF THE ISSUER

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.

is amended and restated in its entirety as follows

Item 5 is amended and restated in its entirety as follows (a) As of the date of this filing, the Reporting Persons collectively beneficially own an aggregate of 3,543,581 shares of Common Stock, constituting 18.6% of the Common Stock outstanding. As of the date of this filing, John D. Baker II beneficially owns an aggregate of 3,350,637 shares of Common Stock, constituting 17.6% of the Common Stock outstanding. This calculation includes (i) 2,571,775 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) 19,200 shares that he holds directly (iii) 199,946 shares held in his living trust (iv) 339,686 shares held in his grantor retained annuity trust (v) 20,050 shares held in retirement accounts (vi) 7,578 shares held by his wife's living trust, as to which he disclaims beneficial ownership (vii) 156,682 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 and (viii) 35,720 shares underlying options that are exercisable within 60 days. As of the date of this filing, Edward L. Baker II beneficially owns an aggregate of 2,766,375 shares of Common Stock, constituting 14.5% of the Common Stock outstanding. This calculation includes (i) 2,571,775 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) 194,600 shares held in his living trust. (b) As of the date of this filing, the JDB Trust has sole voting and dispositive power with respect to the 2,571,775 shares of Common Stock held by the JDB Trust and no shared voting or dispositive power. As of the date of this filing, John D. Baker II has sole voting and dispositive power with respect to 577,

SIGNATURES

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. Date November 19, 2024 s John D. Baker II JOHN D. BAKER II Date November 19, 2024 s Edward L. Baker II EDWARD L. BAKER II Date November 19, 2024 s John D. Baker II JOHN D. BAKER II, AS CO-TRUSTEE OF THE TRUST FBO JOHN D. BAKER II UA CYNTHIA L. BAKER TRUST DATED 4301965 Date November 19, 2024 s Edward L. Baker II EDWARD L. BAKER II, AS CO-TRUSTEE OF THE TRUST FBO JOHN D. BAKER II UA CYNTHIA L. BAKER TRUST DATED 4301965

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View this SC 13D/A filing on SEC EDGAR