FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

BAKER JOHN D II
2. Issuer Name and Ticker or Trading Symbol

PATRIOT TRANSPORTATION HOLDING INC [ PATR ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      __ X __ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

501 RIVERSIDE AVENUE, SUITE 500
3. Date of Earliest Transaction (MM/DD/YYYY)

12/28/2009
(Street)

JACKSONVILLE, FL 32202
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

1/6/2010 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock                  1500   D   (1)  
Common Stock                  0   I   See footnote.   (2)
Common Stock                  29100   I   See footnote.   (3)
Common Stock                  6667   I   See footnote.   (4)
Common Stock                  0   I   See footnote.   (5)
Common Stock                  29099   I   See footnote.   (6)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
( 1)  This amendment is being filed to correct information contained in the Form 4 filed for Mr. Baker on January 6, 2010. This line item corrects the number of shares held by Mr. Baker directly.
( 2)  In the January 6, 2010 filing, Mr. Baker repoted beneficial ownership of 22,238 shares held by the Edward L. Baker Irrevcoable Trust. These shares have been distributed to an adult beneficiary, so beneficial ownership of these shares is no longer attributable to Mr. Baker.
( 3)  Shares held by John D. Baker II Irrevocable Trust. The trust is admininstered by the reporting person's brother as trustee and is for the benefit of the reporting person's son, John D. Baker III. The reporting person disclaims beneficial interest in these shares. This amendment reflects a previously reported gift of 220 shares from Mr. Baker's living trust to this trust.
( 4)  In the January 6, 2010 filing, Mr. Baker reported 10,000 shares as owned by the John D. Baker II Irrevocable Trust #1. The trust is administered by an independent trustee and is for the benefit of the reporting person's spouse and children. The reporting person disclaims any beneficial interest in these shares. This amendment reflects the prior distribution of 3,333 shares held by the trust to an adult beneficiary.
( 5)  In the January 6, 2010 filing, Mr. Baker reported 6,642 shares held by the John D. Baker II Irrevocable Trust #2. These shares have been distributed to the adult beneficiary of the trust, so beneficial ownership of these shares are no longer attributable to Mr. Baker.
( 6)  Shares held by Susan Anne Baker Irrevocable Trust. The trust is administered by the reporting person's brotehr as trustee and is for the benefit of the reporting person's daughter, Susan Anne Baker. The reporting person disclaims beneficial interest in these shares. This amendment reflects a previously reported gift of 220 shares from Mr. Baker's living trust to this trust.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
BAKER JOHN D II
501 RIVERSIDE AVENUE
SUITE 500
JACKSONVILLE, FL 32202
X X


Signatures
/s/ Daniel B. Nunn, Jr., attorney in fact for John D. Baker II 1/12/2010
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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