Amended Statement of Ownership (sc 13g/a)
16 Febbraio 2021 - 8:52PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE
13G/A
(AMENDMENT NO. 1)
Under the Securities Exchange
Act of 1934
FRP
HOLDINGS, INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
30292L107
(CUSIP Number)
Daniel B. Nunn, Jr.
Nelson Mullins
50 N. Laura Street
41st Floor
Jacksonville, FL 32202
(904) 665-3601
(Name, Address and Telephone
Number of Person Authorized to Receive Notices and Communications)
December 31, 2020
(Date of Event which Requires Filing of this
Statement)
Check the appropriate box to designate the rule pursuant
to which this Schedule is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] 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 in 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 13G/A
|
CUSIP No. 30292L 107 Page 2 of 6
|
1.
|
Names of Reporting Persons
Edward L. Baker
|
2.
|
Check the Appropriate Box if a Member of a Group
(see instructions)
(a)
☐ (b)
☐
|
3.
|
SEC Use Only
|
4.
|
Citizenship or place of organization
United States
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
5.
|
Sole Voting Power
78,341
|
6.
|
Shared Voting Power
443,474
|
7.
|
Sole Dispositive Power
78,341
|
8.
|
Shared Dispositive Power
443,474
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting
Person
521,815
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes
Certain Shares (see Instructions)
☐
|
11.
|
Percent of Class Represented by Amount in Row (9)
5.5%
|
12.
|
Type of Reporting Person (see Instructions)
IN
|
SCHEDULE 13G/A
|
CUSIP No. 30292L 107 Page 3 of 6
|
1.
|
Names of Reporting Persons
Thompson S. Baker II
|
2.
|
Check the Appropriate Box if a Member of a Group
(see instructions)
(a)
☐ (b)
☐
|
3.
|
SEC Use Only
|
4.
|
Citizenship or place of organization
United States
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
5.
|
Sole Voting Power
155,600
|
6.
|
Shared Voting Power
450,071
|
7.
|
Sole Dispositive Power
155,600
|
8.
|
Shared Dispositive Power
450,071
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting
Person
607,870
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes
Certain Shares (see Instructions)
☐
|
11.
|
Percent of Class Represented by Amount in Row (9)
6.5%
|
12.
|
Type of Reporting Person (see Instructions)
IN
|
SCHEDULE 13G/A
|
CUSIP No. 30292L 107 Page 4 of 6
|
ITEM 1.
|
(a)
|
The name of the Issuer is FRP Holdings, Inc.
|
|
(b)
|
The principal executive office of the Issuer is located
at 200 West Forsyth Street, 7th Floor, Jacksonville, Florida 32202.
|
ITEM 2.
|
(a)
|
Name of person filing:
This Schedule 13G/A is filed jointly by Edward L. Baker and Thompson S. Baker II (collectively, the “Reporting Persons”).
|
|
(b)
|
Address of principal business
office: 200 West Forsyth Street, 7th Floor, Jacksonville, Florida 32202.
|
|
(c)
|
Citizenship: The Reporting
Persons are citizens of the United States.
|
|
(d)
|
Title of class of securities:
common stock of the Issuer, par value $0.10 per share.
|
|
(e)
|
CUSIP number: 30292L107.
|
ITEM 3.
Not applicable
ITEM 4.
(a)
|
Amount beneficially owned:
|
|
|
Edward L. Baker
|
521,815
|
|
Thompson S. Baker II
|
607,870
|
|
Total:
|
686,211
|
|
|
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(b)
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Percent of class:
|
|
|
Edward L. Baker
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5.5%
|
|
Thompson S. Baker II
|
6.5%
|
|
Total:
|
7.28%
|
|
|
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(c)
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Number of shares as to which the person has:
|
|
|
(i) Sole power to vote or direct the vote:
|
|
|
Edward L. Baker
|
78,341
|
|
Thompson S. Baker II
|
155,600
|
|
Total:
|
233,941
|
|
(ii) Shared power to vote or direct the vote:
|
|
|
Edward L. Baker
|
443,474
|
|
Thompson S. Baker II
|
450,071
|
|
Total:
|
450,071
|
|
(iii) Sole power to dispose or to direct the disposition of:
|
|
|
Edward L. Baker
|
78,341
|
|
Thompson S. Baker II
|
155,600
|
|
Total:
|
233,941
|
|
(iv) Shared power to dispose or to direct the disposition of:
|
|
|
Edward L. Baker
|
443,474
|
|
Thompson S. Baker II
|
450,071
|
|
Total:
|
450,071
|
Edward L. Baker - Voting and Dispositive Power
Edward L. Baker has sole voting and dispositive power over 74,220
shares owned by his Living Trust and 4,121 shares that he holds directly.
SCHEDULE 13G/A
|
CUSIP No. 30292L 107 Page 5 of 6
|
Mr. Baker has shared voting and dispositive power with respect to
the 443,474 shares held by the Trust FBO Edward L. Baker U/A Cynthia L. Baker Trust dated 4/30/1965 (the “ELB Trust”).
Edward L. Baker - Beneficial Ownership
The beneficial ownership for Edward L. Baker shown above includes
the 443,474 shares held by the ELB Trust. Mr. Baker’s reported beneficial ownership total also includes: (i) 4,121 shares
that he holds directly, and (ii) 74,220 shares owned by his Living Trust.
Thompson S. Baker II - Voting and Dispositive Power
Thompson S. Baker II has sole voting and dispositive power over 155,600
shares owned by his Living Trust.
Mr. Baker has shared voting and dispositive power with respect to
(i) the 443,474 shares held by the ELB Trust, and (ii) 6,597 shares held in trust for the benefit of his children.
Thompson S. Baker II - Beneficial Ownership
The beneficial ownership for Thompson S. Baker II shown above includes
the 443,474 shares held by the ELB Trust, as to which he disclaims beneficial ownership. Mr. Baker's reported beneficial ownership
also includes: (i) 155,600 shares owned by his Living Trust, (ii) 6,597 shares held in trust for the benefit of his children, as
to which he disclaims beneficial ownership, and (iii) 2,199 shares owned by his wife's Living Trust, as to which he disclaims beneficial
ownership.
ITEM 5. Ownership of 5 Percent or Less of a Class.
Not applicable
ITEM 6. Ownership of More than 5 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 or Control Person.
Not applicable
ITEM 8. Identification and Classification of Members of the Group.
Not applicable
Item 9. Notice of Dissolution of Group.
Not applicable
Item 10. Certifications
By signing below I certify that, to the best
of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the
effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination
under § 240.14a-11.
SCHEDULE 13G/A
|
CUSIP No. 30292L 107 Page 6 of 6
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SIGNATURES
After reasonable inquiry
and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this Statement is true,
complete and correct.
Dated: February 12, 2021.
/s/ Edward L. Baker
EDWARD L. BAKER
/s/ Thompson S. Baker II
THOMPSON S. BAKER II
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