Matthew C. McNulty Form 4 FRP / 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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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)

200 WEST 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)
Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
05/31/2024

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(1)	05/31/2024		A		3,236	A	$0	3,326	D
Common Stock(2)	05/31/2024		A		2,428	A	$0	5,664	D
Common Stock(3)	05/31/2024		A		4,854	A	$0	10,518	D
Common Stock								1,471.5	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

Explanation of Responses:

1. The Reporting Person was awarded shares pursuant to the Issuer's Equity Incentive Plan. The shares vest ratably over four years commencing on May 31, 2025.

2. The Reporting Person was awarded shares of restricted stock pursuant to the Issuer's Equity Incentive Plan. The shares are subject to performance-based vesting criteria for the two-year period ending December 31, 2024. If the performance-based criteria are achieved, 25% of the shares will vest upon the Compensation Committee's determination (in March 2025) that such criteria have been achieved, and 25% will vest on December 31st of each of 2025, 2026, and 2027, subject to the Reporting Person's continued employment.

3. The Reporting Person was awarded shares of restricted stock pursuant to the Issuer's Equity Incentive Plan. The shares are subject to performance-based vesting criteria for the two-year period ending December 31, 2025. If the performance-based criteria are achieved, 25% of the shares will vest upon the Compensation Committee's determination (in March 2026) that such criteria have been achieved, and 25% will vest on December 31st of each of 2026, 2027, and 2028, subject to the Reporting Person's continued employment.

	Kelly D. Waters, Attorney-in-Fact for Matthew C. McNulty	06/04/2024
	** 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.
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