Patriot Transportation Holding (PATI) Form 4 PATRIOT TRANSPORTATION HOLDING / Matthew C. McNulty 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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X

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^*

McNulty Matthew C.

(Last) (First) (Middle)

C/O PATRIOT TRANSPORTATION HOLDING, INC.

200 W. FORSYTH ST., 7TH FLOOR

(Street)

JACKSONVILLE FL 32202

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
PATRIOT TRANSPORTATION HOLDING, INC. [ PATI ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Vice President and CFO

3. Date of Earliest Transaction (Month/Day/Year)
12/21/2023

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	12/21/2023		D		315(1)	D	$16.26	0	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	$7.335	12/21/2023		D			29,195	(2)	10/04/2027	Common Stock	29,195	$16.26(2)	0	D
Option to Buy	$6.8	12/21/2023		D			31,385	(2)	11/28/2027	Common Stock	31,385	$16.26(2)	0	D
Option to Buy	$7.522	12/21/2023		D			27,555	(2)	11/28/2028	Common Stock	27,555	$16.26(2)	0	D
Option to Buy	$6.886	12/21/2023		D			55,385	(2)	12/03/2029	Common Stock	55,385	$16.26(2)	0	D
Option to Buy	$5.147	12/21/2023		D			36,535	(2)	12/01/2030	Common Stock	36,535	$16.26(2)	0	D

Explanation of Responses:

1. Pursuant to an Agreement and Plan of Merger, each share of common stock was converted into the right to receive $16.26 per share in cash (the "Merger Consideration"). Each outstanding stock option was cancelled in exchange for the right to receive a cash payment of an amount equal to the product of (i) the total number of shares of common stock underlying such stock option and (ii) the excess of the (x) Merger Consideration over the (y) per-share exercise price of the stock option. Each outstanding SAR was cancelled in exchange for the right to receive a cash payment of an amount equal to the product of (i) the total number of shares of common stock underlying each such SAR and (ii) the excess, if any, of (x) the Merger Consideration over (y) the per-share SAR Price.

2. Each outstanding stock option was cancelled in exchange for the right to receive a cash payment of an amount equal to the product of (i) the total number of shares of common stock underlying such stock option and (ii) the excess of the (x) Merger Consideration over the (y) per-share exercise price of the stock option.

	/s/Matthew C. McNulty	12/21/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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