John D Klopfenstein Form 4 FRP / John D Klopfenstein ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Klopfenstein John D

(Last) (First) (Middle)

200 W. FORSYTH STREET

7TH FLOOR

(Street)

JACKSONVILLE FL 32202

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
FRP HOLDINGS, INC. [ FRPH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Controller & CAO

3. Date of Earliest Transaction (Month/Day/Year)
12/05/2016

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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	12/05/2016		M		1,414	A	$19.233	1,414	D
Common Stock	12/05/2016		S		1,414	D	$38.5	0	D
Common Stock	12/05/2016		M		121	A	$24.16	121	D
Common Stock	12/05/2016		S		121	D	$38.6	0	D
Common Stock	12/06/2016		M		2,816	A	$24.16	2,816	D
Common Stock	12/06/2016		S		2,816	D	$38.6	0	D
Common Stock	12/06/2016		M		63	A	$24.16	63	D
Common Stock	12/06/2016		S		63	D	$38.7	0	D
Common Stock								10,806.7533	I	Held in 401k

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: 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
Option to Buy	$19.333	12/05/2016		M			1,414	02/01/2015	12/01/2020	Common Stock	1,414	$0	0	D
Option to Buy	$24.16	12/05/2016		M			121	02/01/2015	12/02/2019	Common Stock	121	$0	2,879	D
Option to Buy	$24.16	12/06/2016		M			2,816	02/01/2015	12/02/2019	Common Stock	2,816	$0	63	D
Option to Buy	$24.16	12/06/2016		M			63	02/01/2015	12/02/2019	Common Stock	63	$0	0	D

Explanation of Responses:

	Kelly E. Dunn, as Attorney-in-fact for John D. Klopfenstein	12/07/2016
	** 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 Number.