<SEC-DOCUMENT>0001474506-14-000081.txt : 20141203
<SEC-HEADER>0001474506-14-000081.hdr.sgml : 20141203
<ACCEPTANCE-DATETIME>20141203134425
ACCESSION NUMBER:		0001474506-14-000081
CONFORMED SUBMISSION TYPE:	8-K12B
PUBLIC DOCUMENT COUNT:		4
CONFORMED PERIOD OF REPORT:	20141203
ITEM INFORMATION:		Entry into a Material Definitive Agreement
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20141203
DATE AS OF CHANGE:		20141203

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			PATRIOT TRANSPORTATION HOLDING INC
		CENTRAL INDEX KEY:			0000844059
		STANDARD INDUSTRIAL CLASSIFICATION:	TRUCKING & COURIER SERVICES (NO AIR) [4210]
		IRS NUMBER:				592924957
		STATE OF INCORPORATION:			FL
		FISCAL YEAR END:			0930

	FILING VALUES:
		FORM TYPE:		8-K12B
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-36769
		FILM NUMBER:		141262908

	BUSINESS ADDRESS:	
		STREET 1:		200 W. FORSYTH ST.
		STREET 2:		7TH FLOOR
		CITY:			JACKSONVILLE
		STATE:			FL
		ZIP:			32202
		BUSINESS PHONE:		9043965733

	MAIL ADDRESS:	
		STREET 1:		200 W. FORSYTH ST.
		STREET 2:		7TH FLOOR
		CITY:			JACKSONVILLE
		STATE:			FL
		ZIP:			32202

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	FRP PROPERTIES INC
		DATE OF NAME CHANGE:	19920703
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K12B
<SEQUENCE>1
<FILENAME>form8k12bfrp20141203.txt
<DESCRIPTION>FORM 8-K12B
<TEXT>

                               UNITED STATES
                    SECURITIES AND EXCHANGE COMMISSION

                          WASHINGTON, D.C.  20549

                          -----------------------

                                FORM 8-K12B

                               CURRENT REPORT

                   Pursuant to Section 13 OR 15(d) of
                   The Securities Exchange Act of 1934

     Date of Report (Date of earliest event reported):  December 3, 2014

                             FRP HOLDINGS, INC.
---------------------------------------------------------------------------

          (Exact name of registrant as specified in its charter)


	   FLORIDA		0-17554		47-2449198
	   --------------	----------	---------------
	   (State or other	(Commission	(I.R.S. Employer
	   jurisdiction		File Number)	Identification No.)
	   of incorporation


200 W. Forsyth Street, 7th Floor
Jacksonville, Florida					32202
---------------------------------------------		--------
(Address of principal executive offices)		(Zip Code)

Registrant's telephone number, including area code:  (904) 396-5733

                    PATRIOT TRANSPORTATION HOLDING, INC.
---------------------------------------------------------------------------
       (Former Name or Former Address, if Changed Since Last Report)


Check the appropriate box below if the Form 8-K12B filing is intended to
simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):

[] Written communications pursuant to Rule 425 under the Securities Act
   (17 CFR 230.425)

[] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
   (17 CFR 240.14a-12)

[] Pre-commencement communications pursuant to Rule 14d-2(b) under the
   Exchange Act (17 CFR 240.14d-2(b))

[] Pre-commencement communications pursuant to Rule 13e-4(c) under the
   Exchange Act (17 CFR 240.13e-4(c))



<PAGE>

                        CURRENT REPORT ON FORM 8-K12B

                             FRP HOLDINGS, INC.

                              DECEMBER 3, 2014


                             INTRODUCTORY NOTE

    This Current Report on Form 8-K is being filed for the purpose of
establishing FRP Holdings, Inc. as a "successor issuer" to Patriot
Transportation Holding, Inc. pursuantn to 12g-3(a) under the
Securities Exchange Act of 1934, as amended.

ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

Agreement and Plan of Merger

    On December 3, 2014, Patriot Transportation Holding, Inc. ("Patriot")
reorganized its corporate structure (the "Reorganization") to facilitate the
future separation of the transportation business from the real estate business.
As a result of the reorganization, Patriot became a wholly-owned subsidiary of
FRP Holdings, Inc., a Florida corporation (the "Company").  The Reorganization
was completed pursuant to Section 607.11045 of the Florida Business Corporation
Act ("FBCA") in accordance with the terms of an Agreement and Plan of Merger,
dated December 3, 2014 (the "Merger Agreement") by and among Patriot, the
Company and Patriot Merger Sub, Inc. ("Merger Sub").  Section 607.11045 of the
FBCA provides for the formation of a holding company without a vote of the
shareholders of the constituent corporations.

    To effect the Reorganization, Patriot formed the Company as a wholly-owned
subsidiary, which in turn formed Merger Sub as its wholly-owned subsidiary.
Pursuant to the Merger Agreement, Merger Sub merged with and into Patriot
(the "Merger") with Patriot being the surviving entity. As a result, the
separate corporate existence of Merger Sub ceased and Patriot became a
direct, wholly-owned subsidiary of the Company.

    Pursuant to the Merger Agreement and as a result of the Merger:

 *  all issued and outstanding shares of Patriot common stock were converted
    into shares of the Company's common stock, on a one-for-one basis;

 *  the articles of incorporation and bylaws of the Company immediately after
    the effective time of the Merger were substantially identical to the
    charter and bylaws of Patriot immediately prior to the effective time of
    the Merger;

 *  the Articles of Incorporation of Patriot were amended by the addition of
    the following new ARTICLE XV:

    "In accordance with Section 607.11045 of the Florida Business Corporation
    Act, any act or transaction by or involving the corporation which requires
    for its adoption under the Florida Business Corporation Act or these
    Articles of Incorporation the approval of the shareholders of the
    corporation must also be approved by the shareholders of FRP Holdings,
    Inc., or any successor by merger, by the same vote as required by the
    Florida Business Corporation Act or these Articles of Incorporation."

 *  the directors of Patriot immediately prior to the effective time of the
    Merger became the directors of the Company at the effective time of the
    Merger; and

 *  Patriot retained all of its liabilities.


<PAGE>

    It is intended that the Merger will qualify as a reorganization under
Section 368(a) of the Internal Revenue Code of 1986, as amended, and, as a
result, the shareholders of Patriot will not recognize gain or loss for United
States federal income tax purposes.

    The business, management and directors of the Company, and the rights and
limitations of the holders of common stock of the Company immediately following
the Merger are identical to the business, management and directors of Patriot,
and the rights and limitations of holders of Patriot common stock immediately
prior to the Merger.

    In connection with the Reorganization, the Company assumed and agreed to
perform all of Patriot's obligations under Patriot's 2000 Stock Option Plan and
2006 Stock Incentive Plan (the "Equity Plans"). The agreements and plans of
Patriot assumed by the Company in the Reorganization were each amended as
necessary to provide that references to Patriot in such agreements and plans
shall be read to refer to the Company. In addition, Patriot and the Company
entered into an Omnibus Amendment to the Equity Plans in connection with the
assumption by the Company of the Equity Plans and related agreements.

    Upon consummation of the Merger, the Company's common stock was deemed
to be registered under Section 12(b) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), pursuant to Rule 12g-3(a) promulgated
thereunder. For purposes of Rule 12g-3(a), the Company is the successor issuer
to Patriot.

    In accordance with Rule 414 under the Securities Act of 1933, as amended,
the Company adopted, as successor registrant, Patriot's Registration
Statements on Forms S-8 denoted by File Nos. 333-55132, 333-160386, 333-131475
and 333-125099.

    The foregoing description of the Merger and the Merger Agreement is
qualified in its entirety by reference to the full text of the Merger
Agreement, which is attached hereto as Exhibit 2.1 and incorporated by
reference herein.

<PAGE>

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

        (d) Exhibits

Exhibit
Number      Description

2.1*        Agreement and Plan of Merger by and among FRP Holdings, Inc.,
            Patriot Transportation Holding, Inc., and Patriot Merger Sub, Inc.,
            dated as of December 3, 2014

10.1*       Assignment and Assumption Agreement, dated as of December 3, 2014,
            between FRP Holdings, Inc. and Patriot Transportation Holding, Inc.

10.2*       Omnibus Amendment to the Patriot Transportation Holding, Inc. 2000
            Stock Option Plan, as amended, and the Patriot Transportation
            Holding, Inc. 2006 Stock Incentive Plan, as amended (collectively,
            the "Equity Plans") and their Related Stock Option Agreements

* Filed herewith.

<PAGE>


                                 SIGNATURES

	Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this Current Report to be signed
on its behalf by the undersigned thereunto duly authorized.


				FRP HOLDINGS, INC.



Date:  December 3, 2014	        By:  /s/ John D. Milton, Jr.
      				-------------------------------------------
				John D. Milton, Jr.
				Vice President, and Chief Financial Officer




<PAGE>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-2
<SEQUENCE>2
<FILENAME>form8k12bfrp20141203ex2_1.txt
<DESCRIPTION>EXHIBIT 2.1
<TEXT>
                                                                   EXHIBIT 2.1



                         AGREEMENT AND PLAN OF MERGER

                                 by and among

                     PATRIOT TRANSPORTATION HOLDING, INC.,

                              FRP HOLDINGS, INC.

                                     and

                           PATRIOT MERGER SUB, INC.



                         Dated as of December 3, 2014

<PAGE>

                              TABLE OF CONTENTS

                                                                         Page

ARTICLE 1. THE MERGER ..................................................   1

Section 1.1     The Merger..............................................   1
Section 1.2     Effective Time..........................................   2
Section 1.3     Organizational Documents of the Surviving Corporation...   2
Section 1.4     Directors and Officers of the Surviving Corporation.....   2
Section 1.5     Directors and Officers of FRP...........................   2
Section 1.6     Additional Actions......................................   2
Section 1.7     Effect on Capital Stock.................................   3
Section 1.8     No Required Surrender of Stock Certificates.............   3
Section 1.9     Stock Transfer Books....................................   4
Section 1.10    Plan of Reorganization..................................   4
Section 1.11    Section 16 Matters......................................   5
Section 1.12    Successor Issuer........................................   5

ARTICLE 2. CONDITIONS OF MERGER ........................................   5

Section 2.1     Conditions Precedent....................................   5

ARTICLE 3. TERMINATION AND AMENDMENT ...................................   5

Section 3.1     Termination.............................................   5
Section 3.2     Amendment...............................................   6

ARTICLE 4. MISCELLANEOUS PROVISIONS ....................................   6

Section 4.1     Governing Law...........................................   6
Section 4.2     Counterparts............................................   6
Section 4.3     Entire Agreement........................................   6
Section 4.4     Severability............................................   6
Section 4.5     No Third-Party Beneficiaries............................   6
Section 4.6     Tax Matters.............................................   6

<PAGE>

                         AGREEMENT AND PLAN OF MERGER

       THIS AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of
December 3, 2014, is by and among Patriot Transportation Holding, Inc., a
Florida corporation ("Patriot"), FRP Holdings, Inc., a Florida corporation
and a direct, wholly owned subsidiary of Patriot ("FRP"), and Patriot Merger
Sub, Inc., a Florida corporation and a direct, wholly owned subsidiary of
FRP ("Merger Sub").

                                   RECITALS

       WHEREAS, as of the date hereof, (i) Patriot holds all of the issued
and outstanding shares of common stock of FRP ("FRP Common Stock") and
(ii) FRP holds all of the issued and outstanding shares of common stock of
Merger Sub ("Merger Sub Common Stock");

       WHEREAS, the Board of Directors of Patriot unanimously has determined
that it is advisable and in the best interests of Patriot's shareholders to
reorganize to create a new holding company structure by merging Merger Sub
with and into Patriot (the "Merger"), with Patriot being the surviving
corporation (sometimes referred to herein as the "Surviving Corporation"),
and converting each outstanding share of common stock of Patriot ("Patriot
Common Stock") into one share of FRP Common Stock;

       WHEREAS, the Board of Directors of Patriot has determined that, among
other things, the Merger will help facilitate the previously-announced plan
to pursue the separation of Patriot into two independent, publicly-traded
companies (one company comprising Patriot's real estate businesses and the
other comprising Patriot's transportation business) (the "Separation");

       WHEREAS, the Boards of Directors of each of Patriot, FRP and Merger
Sub have approved this Agreement and the Merger, subject to the terms and
conditions set forth in this Agreement;

       WHEREAS, the Merger will be consummated pursuant to Section 607.11045
of the Florida Business Corporation Act (the "FBCA") and does not require
the approval of Patriot's shareholders;

       WHEREAS, FRP, as the sole shareholder of Merger Sub, has approved
this Agreement and the Merger;

       WHEREAS, the parties intend, by executing this Agreement, to adopt
a plan of reorganization within the meaning of Section 368 of the Internal
Revenue Code of 1986, as amended (the "Code"), and to cause the Merger to
qualify as a reorganization under the provisions of Section 368(a) of the
Code; and

       NOW, THEREFORE, in consideration of the premises and the covenants
and agreements contained in this Agreement, and intending to be legally
bound hereby, Patriot, FRP and Merger Sub hereby agree as follows:

                                  ARTICLE 1.
                                  THE MERGER

       Section 1.1 The Merger.

       In accordance with Section 607.11045 of the FBCA, and subject to
the terms and conditions of this Agreement, Merger Sub shall, at the
Effective Time (as defined below), be merged with and into
______________________________________________________________________________
                                       1
<PAGE>

Patriot, the separate corporate existence of Merger Sub shall cease and
Patriot shall continue as the Surviving Corporation. At the Effective Time,
the effect of the Merger shall be as provided in Section 607.1106 of the FBCA.

       Section 1.2 Effective Time.

       The Merger shall become effective upon the filing of Articles of Merger
with the Department of State of the State of Florida pursuant to Section
607.11045 of the FBCA or at such later date as may be specified therein
(the "Effective Time").

       Section 1.3 Organizational Documents of the Surviving Corporation.

       From and after the Effective Time, the Articles of Incorporation of
Patriot, as in effect immediately prior to the Effective Time, shall continue
in full force and effect as the Articles of Incorporation of the Surviving
Corporation until thereafter amended as provided therein or by applicable law,
except for the addition of the following article, as required by Section
607.11045 of the FBCA:

       "ARTICLE XV: In accordance with Section 607.11045 of the Florida
       Business Corporation Act, any act or transaction by or involving
       the corporation which requires for its adoption under the Florida
       Business Corporation Act or these Articles of Incorporation the
       approval of the shareholders of the corporation must also be
       approved by the shareholders of FRP Holdings, Inc., or any
       successor by merger, by the same vote as required by the Florida
       Business Corporation Act or these Articles of Incorporation."

        From and after the Effective Time, the Bylaws of Patriot, as in effect
immediately prior to the Effective Time, shall continue in full force and
effect as the Bylaws of the Surviving Corporation until thereafter amended as
provided therein or by applicable law.

       Section 1.4 Directors and Officers of the Surviving Corporation.

       The directors and officers of Merger Sub immediately prior to the
Effective Time shall be the initial directors and officers of the Surviving
Corporation and shall hold office from the Effective Time until their
successors are duly elected or appointed and qualified in the manner provided
in the Bylaws of the Surviving Corporation or as otherwise provided by law.

       Section 1.5 Directors and Officers of FRP.

       Prior to the Effective Time, Patriot, in its capacity as the sole
shareholder of FRP, shall take or cause to be taken all such actions as are
necessary to cause those persons serving as the directors and officers of
Patriot immediately prior to the Effective Time to be elected or appointed as
the directors and officers of FRP, each such person to have the same
position(s) with FRP (and the same committee memberships in the case of
directors) as he or she held with Patriot immediately prior to the Effective
Time, with the directors serving until the earlier of the next meeting of the
FRP shareholders at which an election of directors is held and until their
successors are elected or appointed or their earlier death, disability or
retirement.

       Section 1.6 Additional Actions.

       Subject to the terms and conditions of this Agreement, the parties
hereto shall take all such reasonable and lawful action as may be necessary
or appropriate in order to effectuate the Merger and to
______________________________________________________________________________
                                       2
<PAGE>

comply with the requirements of the FBCA. If, at any time after the Effective
Time, the Surviving Corporation shall consider or be advised that any other
actions or things are necessary or desirable in connection with the Merger or
to otherwise carry out this Agreement, the officers of the Surviving
Corporation shall be authorized to take and do, in the name and on behalf of
each of Merger Sub and Patriot, all such other actions and things as may be
necessary or desirable to carry out this Agreement.

       Section 1.7 Effect on Capital Stock.

       At the Effective Time, by virtue of the Merger and without any action
on the part of Patriot, FRP, Merger Sub or the holders of any securities of
Patriot, FRP or Merger Sub:

             (a) Conversion of Patriot Common Stock. Each share of Patriot
Common Stock issued and outstanding immediately prior to the Effective Time
(other than shares to be cancelled pursuant to Section 1.7(b)) shall
automatically be converted into one duly issued, fully paid and nonassessable
share of FRP Common Stock.

             (b) Cancellation of Treasury Stock. Any shares of Patriot Common
Stock held in the treasury of Patriot immediately prior to the Effective Time
shall automatically be cancelled and retired and shall cease to exist.

             (c) Conversion of Merger Sub Common Stock. Each share of Merger
Sub Common Stock issued and outstanding immediately prior to the Effective
Time shall automatically be converted into one share of common stock of the
Surviving Corporation.

             (d) Cancellation of FRP Common Stock. Each share of FRP Common
Stock issued and outstanding immediately prior to the Effective Time shall
automatically be cancelled and retired and shall cease to exist.

       Section 1.8 No Required Surrender of Stock Certificates.

             (a) At and after the Effective Time, (i) each certificate which,
immediately prior to the Effective Time, represented outstanding shares of
Patriot Common Stock (a "Patriot Certificate") shall be deemed for all
purposes to evidence ownership of, and to represent, the number of shares of
FRP Common Stock into which the shares of Patriot Common Stock represented by
such Patriot Certificate immediately prior to the Effective Time have been
converted pursuant to Section 1.7,  and (ii) where no Patriot Certificate has
been issued in the name of a holder of shares of Patriot Common Stock, a
"book-entry" (i.e., a computerized or manual entry) shall be made in the
shareholder records of FRP to evidence the issuance to such holder of the
number of uncertificated shares of FRP Common Stock into which such shares of
Patriot Common Stock have been converted pursuant to Section 1.7.

             (b) Each holder of record of a Patriot Certificate as of the
Effective Time (a "Record Holder") shall have the right to exchange each
Patriot Certificate for a certificate representing outstanding shares of FRP
("FRP Certificates"), pursuant to Section 1.7.

             (c) Patriot and FRP hereby appoint American Stock Transfer &
Trust Company as the exchange agent (the "Exchange Agent") for purposes of
effecting the exchange of outstanding Patriot Certificates.  Not later than
five (5) business days after the Effective Time, FRP shall cause the Exchange
Agent to mail to each "Record Holder a letter of transmittal in form mutually
agreed upon by FRP and Patriot and instructions for use in effecting the
surrender of Patriot Certificates in exchange for FRP Certificates, as
provided in Section 1.7.
______________________________________________________________________________
                                       3
<PAGE>

             (d) Upon surrender of Patriot Certificates for exchange and
cancellation to the Exchange Agent, together with such letter of transmittal,
duly completed and executed, the Record Holder shall be entitled to promptly
receive FRP Certificates, pursuant to Section 1.7. Patriot Certificates so
surrendered shall be cancelled. As soon as practicable, but no later than ten
(10) business days following the receipt of the properly completed letter of
transmittal and any necessary accompanying documentation, FRP shall cause the
Exchange Agent to distribute the FRP Certificates. The Exchange Agent shall
not be obligated to deliver or cause to be delivered to any Record Holder the
FRP Certificates to which such Record Holder would otherwise be entitled
until such Record Holder surrenders the Patriot Certificates for exchange, or
in default thereof, posts a bond, pursuant to subsection (f) below.
Notwithstanding the time of surrender of the Patriot Certificates, Record
Holders shall be deemed shareholders of FRP for all purposes from the
Effective Time.

             (e) The Record Holder of any Patriot Certificate outstanding
immediately prior to the Effective Time, as such holder appears in the books
and records of Patriot, or of the transfer agent in respect of the shares of
Patriot Common Stock, immediately prior to the Effective Time, shall, until
such Patriot Certificate is surrendered for transfer or exchange, have and
be entitled to exercise any voting and other rights with respect to, and to
receive any dividends or other distributions on, the shares of FRP Common
Stock into which the shares of Patriot Common Stock represented by any such
Patriot Certificate have been converted pursuant to Section 1.7.

             (f) If any Patriot Certificate shall have been lost, stolen or
destroyed, FRP may, in its discretion and as a condition to the issuance of
any FRP Certificate or uncertificated shares of FRP Common Stock in
book-entry form, require the owner of such lost, stolen or destroyed Patriot
Certificate to post a bond, in such reasonable and customary amount as FRP
may direct, as indemnity against any claim that may be made against FRP or
the Surviving Corporation with respect to such Patriot Certificate.

             (g) If any FRP Certificate is to be issued in a name other than
that in which the Patriot Certificate surrendered for exchange is registered,
such exchange shall be conditioned upon (i) the Patriot Certificate so
surrendered being properly endorsed or otherwise in proper form for transfer
and (ii) the person requesting such exchange either paying any transfer or
other taxes required by reason of the issuance of the FRP Certificate in a
name other than that of the registered holder of the Patriot Certificate
surrendered, or establishing to the satisfaction of FRP, or the transfer
agent in respect of the FRP Common Stock, that such tax has been paid or is
not applicable.

       Section 1.9 Stock Transfer Books.

       At the Effective Time, the stock transfer books of Patriot shall be
closed and thereafter there shall be no further registration of transfers of
shares of Patriot Common Stock theretofore outstanding on the records of
Patriot.

       Section 1.10 Plan of Reorganization.

       This Agreement is intended to constitute a "plan of reorganization"
within the meaning of Treasury Regulations Section 1.368-2(g). Each party
hereto shall use its reasonable best efforts to cause the Merger to qualify,
and will not knowingly take any actions or cause any actions to be taken
which could reasonably be expected to prevent the Merger from qualifying, as
a reorganization within the meaning of Section 368(a) of the Code.
______________________________________________________________________________
                                       4
<PAGE>

       Section 1.11 Section 16 Matters.

       Prior to the Effective Time, the Boards of Directors of Patriot and
FRP or an appropriate committee of non-employee directors (as such term is
defined for purposes of Rule 16b-3 promulgated under the Exchange Act) shall
adopt resolutions consistent with the interpretive guidance of the SEC so
that the disposition by any officer or director of Patriot or FRP who is a
covered person for purposes of Section 16(a) of the Exchange Act of shares
of Patriot Common Stock (or derivative securities) and the receipt of shares
of FRP Common Stock (or derivative securities) in exchange therefor by virtue
of this Agreement and the Merger will be an exempt transaction for purposes
of Section 16(b) of the Exchange Act.

       Section 1.12 Successor Issuer.

       It is the intent of the parties hereto that FRP be deemed a
"successor issuer" of Patriot in accordance with Rule 12g-3 under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and
Rule 414 under the Securities Act of 1933, as amended (the "Securities Act").
At or after the Effective Time, FRP shall file (i) an appropriate report on
Form 8-K describing the Merger and (ii) appropriate pre-effective and/or
post-effective amendments, as applicable, to any registration statements of
Patriot on Form S-8.

                                  ARTICLE 2.
                            CONDITIONS OF MERGER

       Section 2.1 Conditions Precedent.

       The obligations of the parties to this Agreement to consummate the
Merger and the transactions contemplated by this Agreement shall be subject to
the satisfaction or waiver by the parties hereto at or prior to the Effective
Time of each of the following conditions:

             (a) No order, statute, rule, regulation, executive order,
injunction, stay, decree, judgment or restraining order that is in effect
shall have been enacted, entered, promulgated or enforced by any court or
governmental or regulatory authority or instrumentality that prohibits or
makes illegal the consummation of the Merger or the transactions contemplated
hereby.

             (b) Patriot shall have received a legal opinion of counsel to
Patriot in form and substance reasonably satisfactory to it indicating that
holders of Patriot Common Stock will not recognize gain or loss for United
States federal income tax purposes as a result of the transactions
contemplated by this Agreement.

             (c) All material approvals, licenses and certifications from, and
notifications and filings to, governmental entities and non-governmental third
parties shall have been obtained or made, as applicable.

                                  ARTICLE 3.
                          TERMINATION AND AMENDMENT

       Section 3.1 Termination.

       This Agreement may be terminated and the Merger contemplated hereby may
be abandoned at any time prior to the Effective Time by action of the Board of
Directors of Patriot if such Board of Directors should determine that, for any
reason, the completion of the transactions provided for herein
______________________________________________________________________________
                                       5
<PAGE>

would be inadvisable or not in the best interest of Patriot or its
shareholders. In the event of such termination and abandonment, this
Agreement shall become void and none of Patriot, FRP or Merger Sub nor their
respective shareholders, directors or officers shall have any liability with
respect to such termination and abandonment.

       Section 3.2 Amendment.

       At any time prior to the Effective Time, this Agreement may, to the
extent permitted by the FBCA, be supplemented, amended or modified by the
mutual consent of the parties to this Agreement.

                                  ARTICLE 4.
                           MISCELLANEOUS PROVISIONS

       Section 4.1 Governing Law.

       This Agreement shall be governed by and construed and enforced under
the laws of the State of Florida.

       Section 4.2 Counterparts.

       This Agreement may be executed in one or more counterparts, each of
which when executed shall be deemed to be an original but all of which shall
constitute one and the same agreement.

       Section 4.3 Entire Agreement.

       This Agreement constitutes the entire agreement, and supersedes all
other agreements and undertakings, both written and oral, among the parties,
or any of them, with respect to the subject matter hereof.

       Section 4.4 Severability.

       The provisions of this Agreement are severable, and in the event any
provision hereof is determined to be invalid or unenforceable, such
invalidity or unenforceability shall not in any way affect the validity or
enforceability of the remaining provisions hereof.

       Section 4.5 No Third-Party Beneficiaries.

       Nothing contained in this Agreement is intended by the parties hereto
to confer upon any person other than the parties hereto any rights or
remedies  hereunder.

       Section 4.6 Tax Matters.

       Each of Patriot and FRP will comply with the recordkeeping and
information reporting requirements of the Code that are imposed as a result
of the transactions contemplated hereby, and will provide information
reporting statements to holders of shares of Patriot Common Stock at the time
and in the manner prescribed by the Code and applicable Treasury Regulations.
______________________________________________________________________________
                                       6
<PAGE>

       IN WITNESS WHEREOF, Patriot, FRP and Merger Sub have caused this
Agreement to be executed as of the date first written above by their
respective officers thereunto duly authorized.

                                PATRIOT TRANSPORTATION HOLDING, INC.,
                                a Florida corporation


                                By:  /s/ Thompson S. Baker II
      				-------------------------------------------
                                Thompson S. Baker II
                                President and Chief Executive Officer


                                FRP HOLDINGS, INC.,
                                a Florida corporation


                                By:  /s/ Thompson S. Baker II
      				-------------------------------------------
                                Thompson S. Baker II
                                President and Chief Executive Officer


                                PATRIOT MERGER SUB, INC.,
                                a Florida corporation


                                By:  /s/ Thompson S. Baker II
      				-------------------------------------------
                                Thompson S. Baker II
                                President and Chief Executive Officer
______________________________________________________________________________
                                       7
<PAGE>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>form8k12bfrp20141203ex10_1.txt
<DESCRIPTION>EXHIBIT 10.1
<TEXT>
                                                                   EXHIBIT 10.1

                      ASSIGNMENT AND ASSUMPTION AGREEMENT

    This ASSIGNMENT AND ASSUMPTION AGREEMENT (the "Agreement") is made as of
December 3, 2014, by and between Patriot Transportation Holding Inc., a
Florida corporation ("Assignor") and FRP Holdings Inc., a Florida corporation
("Assignee").

                                   RECITALS

    Pursuant to the Merger Agreement dated as of December 3, 2014, among
Assignor, Assignee and Patriot Merger Sub Inc. (the "Merger Agreement"),
Assignor will create a new holding company structure by merging Patriot
Merger Sub Inc. with and into Assignor, with Assignor being the surviving
corporation, and converting the capital stock of Assignor into the capital
stock of Assignee (the "Merger"). In connection with the Merger, Assignor has
agreed to assign to Assignee, and Assignee has agreed to assume from Assignor,
all of the agreements listed on Exhibit A (together with the award agreements
entered into pursuant to such plans, the "Assumed Agreements").

                                   AGREEMENT

    NOW, THEREFORE, in consideration of the covenants and agreements set
forth herein, the receipt and sufficiency of which is acknowledged by the
parties hereto, the parties intending to be legally bound, agree as follows:

    1. Defined Terms. Capitalized terms used in this Agreement and not
otherwise defined shall have the respective meanings assigned to them in the
Merger Agreement.

    2. Assignment. Assignor hereby assigns to Assignee all of its rights and
obligations under the Assumed Agreements listed on Exhibit A hereto.

    3. Assumption. Assignee hereby assumes all of the rights and obligations
of Assignor under the Assumed Agreements, and agrees to abide by and perform
all terms, covenants and conditions of Assignor under such Assumed Agreements.
In consideration of the assumption by Assignee of all of the rights and
obligations of Assignor under the Assumed Agreements, Assignor agrees to pay
(i) all expenses incurred by Assignee in connection with the assumption of
the Assumed Agreements pursuant to this Agreement and (ii) all expenses
incurred by Assignee in connection with the registration on Form S-8 of the
shares of common stock of Assignee to the extent required in connection with
the Equity Plans and the Stock Incentive Plans, including, without limitation,
registration fees imposed by the Securities and Exchange Commission. At the
Effective Time, the Assumed Agreements shall each be amended as necessary to
provide that references to Assignor in such agreements shall be read to refer
to Assignee.

    4. Further Assurances. Subject to the terms of this Agreement, the
parties hereto shall take all reasonable and lawful action as may be
necessary or appropriate to cause the intent of this Agreement to be carried
out, including, without limitation, entering into amendments to the Assumed
Agreements and notifying the other parties thereto of such assignment and
assumption.

    5. Successors and Assigns. This Agreement shall be binding upon Assignor
and Assignee, and their respective successors and assigns. The terms and
conditions of this Agreement shall survive the consummation of the transfers
provided for herein.

    6. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Florida, without giving effect to
conflicts of laws principles.


<PAGE>


    7. Entire Agreement. This Agreement, including Exhibit A attached hereto,
together with the Merger Agreement, constitute the entire agreement and
supersede all other agreements and undertakings, both written and oral, among
the parties, or any of them, with respect to the subject matter hereof. This
Agreement may not be modified or amended except by a writing executed by the
parties hereto.

    8. Severability. The provisions of this Agreement are severable, and in
the event any provision hereof is determined to be invalid or unenforceable,
such invalidity or unenforceability shall not in any way affect the validity
or enforceability of the remaining provisions hereof.

    9. Third Party Beneficiaries. The parties to the various stock option
agreements entered into pursuant to the Equity Plans and who are granted
Options, are intended to be third party beneficiaries to this Agreement.

    10. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original.

    This Assignment and Assumption Agreement is signed as of the date first
written above.

                                Assignor:

                                PATRIOT TRANSPORTATION HOLDING INC.

                                By:  /s/ John D. Milton, Jr.
      				-------------------------------------------
				John D. Milton, Jr.
				Executive Vice President
                                and Chief Financial Officer


                                Assignee:

                                FRP HOLDINGS INC.

                                By:  /s/ John D. Milton, Jr.
      				-------------------------------------------
				John D. Milton, Jr.
				Executive Vice President
                                and Chief Financial Officer


<PAGE>


                                   Exhibit A

                               Assumed Agreements


Equity Plans*

Patriot Transportation Holding Inc. 2000 Stock Option Plan

Patriot Transportation Holding Inc. 2006 Stock Incentive Plan


* Includes all stock option agreements, restricted stock agreements
  entered into pursuant to any of the foregoing plans.


<PAGE>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>4
<FILENAME>form8k12bfrp20141203ex10_2.txt
<DESCRIPTION>EXHIBIT 10.2
<TEXT>
                                                                   EXHIBIT 10.2

                            Omnibus Amendment to the
   Patriot Transportation Holding, Inc. 2000 Stock Option Plan, as amended,
    and the Patriot Transportation Holding, Inc. 2006 Stock Incentive Plan,
                 as amended (collectively, the "Equity Plans")
                   and their Related Stock Option Agreements


                                December 3, 2014


   WHEREAS, in connection with the reorganization of Patriot Transportation
Holding, Inc. ("Patriot") approved by the Board of Directors of Patriot,
pursuant to which Patriot has become a wholly owned subsidiary of FRP Holdings,
Inc. ("FRP"), it is necessary to amend each of the Equity Plans and each of the
stock option agreements pursuant to which options to purchase shares of common
stock of Patriot have been granted and are outstanding pursuant to one of the
Equity Plans (collectively, the "Option Agreements").

   NOW, THEREFORE, each of the Equity Plans and Option Agreements are hereby
amended as follows, effective as of the closing of the reorganization of
Patriot as a wholly owned subsidiary of FRP:

   1. The definition of the term "Board" or "Board of Directors," as
applicable, as contained in each Equity Plan and Option Agreement, to the
extent applicable, is hereby amended by deleting the current definition and
replacing it with the following:

      "'Board'/'Board of Directors' shall mean the board of directors
      of FRP Holdings Inc. and any successor thereto."

   2. The definition of the term "Company", "Corporation", or "Patriot" as
applicable, as contained in each Equity Plan and Option Agreement is hereby
amended by deleting the current definition and replacing it with the
following:

      "'Company'/'Corporation'/'FRP' shall mean FRP Holdings Inc. and
      any successor thereto."

   3. The definition of the term "Common Shares", "Share(s)", or "Stock" as
applicable, as contained in each Equity Plan and Option Agreement, to the
extent applicable, is hereby amended by deleting the current definition and
replacing it with the following:

      "'Common Shares'/'Share(s)'/'Stock' shall mean the common stock
      of FRP Holdings Inc., par value $0.10 per share."

   4. All references to "Patriot Transportation Holding, Inc." contained in
each Equity Plan and Option Agreement not otherwise changed by the preceding
amendments are hereby changed to "FRP Holdings Inc."

   5. All other provisions of the Equity Plans and Option Agreements shall
remain in full force and effect, except to the extent modified by the
foregoing.


<PAGE>



	IN WITNESS WHEREOF, the undersigned has duly executed this Omnibus
Amendment as of the date first written above.

                                PATRIOT TRANSPORTATION HOLDING INC.

                                By:  /s/ John D. Milton, Jr.
      				-------------------------------------------
				John D. Milton, Jr.
				Executive Vice President
                                and Chief Financial Officer


                                FRP HOLDINGS INC.

                                By:  /s/ John D. Milton, Jr.
      				-------------------------------------------
				John D. Milton, Jr.
				Executive Vice President
                                and Chief Financial Officer


<PAGE>
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
