FRP (FRPH) S-8 POS Registration of securities for employees (post-effective amendment)

FRP FRP HOLDINGS, INC. S H A R E S COMMON STOCK COMMON STOCKCUSIP 30292L 10 7 INCORPORATED UNDER THE LAWS OF THE STATE OF FLORIDA SEE REVERSE FOR CERTAIN DEFINITIONS is the record holder of FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK, PAR VALUE $.10 PER SHARE, OFFRP HOLDINGS, INC.transferable on the books of the Corporation in person or by duly authorized attorney, upon surrender of this Certificate properly endorsed. This Certificate is not valid until countersigned by the Transfer Agent and registered by the Registrar. WITNESS the facsimile signatures of the Corporation’s duly authorized officers. Dated: SECRETARY PRESIDENT AND CHIEF EXECUTIVE OFFICER COUNTERSIGNED AND REGISTERED:AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC(Brooklyn, NY) TRANSFER AGENT AND REGISTRAR BY: AUTHORIZED SIGNATUREABnote North America 711 ARMSTRONG LANEPROOF OF: DECEMBER 1, 2014COLUMBIA, TENNESSEE 38401 FRP HOLDINGS, INC. (931) 388-3003 WO- 09268 FACESALES: HOLLY GRONER 931-490-7660 OPERATOR: MVNEWColors Selected for Printing: Intaglio prints in SC-11A Med. Orange.

The Corporation will furnish to any shareholder, upon request and without charge, a full statement of the designation, relative rights, preferences and limitations of the shares of each class and series authorized to be issued, and of the authority of the board of directors to divide the shares into classes or series and to determine and change the relative rights, preferences and limitations of any class or series.

     The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM	–	as tenants in common	UNIF GIFT MIN ACT–			Custodian
TEN ENT	–	as tenants by the entireties		(Cust)			(Minor)
JT TEN	–	as joint tenants with right of		under Uniform Gifts to Minors
		survivorship and not as tenants		Act
		in common			(State)

Additional abbreviations may also be used though not in the above list.

     FOR VALUE RECEIVED, ______________________________ hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER

IDENTIFYING NUMBER OF ASSIGNEE

(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)

	Shares
of the capital stock represented by the within Certificate, and do hereby irrevocably constitute and appoint
	Attorney
to transfer the said stock on the books of the within named Corporation with full power of substitution in the premises.

Dated
		X
		X
	NOTICE:		THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME(S) AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.
Signature(s) Guaranteed
By
SIGNATURE(S) MUST BE GUARANTEED BY A FIRM WHICH IS A MEMBER OF A REGISTERED NATIONAL STOCK EXCHANGE, OR BY A BANK (OTHER THAN A SAVINGS BANK) OR A TRUST COMPANY. THE GUARANTEEING FIRM MUST BE A MEMBER OF THE MEDALLION GUARANTEE PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15.

ABnote North America
711 ARMSTRONG LANE	PROOF OF: DECEMBER 1, 2014
COLUMBIA, TENNESSEE 38401	FRP HOLDINGS, INC.
(931) 388-3003	WO- 09268 BACK
SALES: HOLLY GRONER 931-490-7660	OPERATOR: MV
	NEW

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