UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
Patriot Transportation Holding, Inc.
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(Name of Issuer)
Common Stock, par value $0.10 per share
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(Title of Class of Securities)
70338W105
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(CUSIP Number)
Daniel B. Nunn, Jr.
Nelson Mullins
50 N. Laura St.
Suite 2850
Jacksonville, FL 32202
(904) 665-3601
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
January 30, 2015
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(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g),
check the following box. [ ]
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
Schedule 13D
CUSIP No. 70338W105
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1. Name of Reporting Person
John D. Baker II and Edward L. Baker II, as trustees for
the separate trust for John D. Baker II created under
the Cynthia L. Baker Trust U/A/D April 30, 1965.
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2. Check the Appropriate Box if a Member of a Group
(a) [X]
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(b) [ ]
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3. SEC Use Only
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4. Source of Funds
OO
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5. Check if Disclosure of Legal Proceedings Is Required
Pursuant to Items 2(d) or 2(e) [ ]
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6. Citizenship or Place of Organization
Florida
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Number of 7. 371,158 Sole Voting Power
Shares --------------------------
Beneficially 8. 0 Shared Voting Power
Owned by --------------------------
Each 9. 371,158 Sole Dispositive Power
Reporting --------------------------
Person With 10. 0 Shared Dispositive Power
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
371,158
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12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares [ ]
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13. Percent of Class Represented by Amount in Row (11)
11.5%
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14. Type of Reporting Person
I
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Schedule 13D
CUSIP No. 70338W105
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1. Name of Reporting Person
John D. Baker II
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2. Check the Appropriate Box if a Member of a Group
(a) [X]
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(b) [ ]
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3. SEC Use Only
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4. Source of Funds
OO
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5. Check if Disclosure of Legal Proceedings Is Required
Pursuant to Items 2(d) or 2(e) [ ]
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6. Citizenship or Place of Organization
Florida
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Number of 7. 80,925 Sole Voting Power
Shares --------------------------
Beneficially 8. 371,158 Shared Voting Power
Owned by --------------------------
Each 9. 80,925 Sole Dispositive Power
Reporting --------------------------
Person With 10. 371,158 Shared Dispositive Power
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
454,046
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12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares [X]
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13. Percent of Class Represented by Amount in Row (11)
14.0%
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14. Type of Reporting Person
I
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Schedule 13D
CUSIP No. 70338W105
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1. Name of Reporting Person
Edward L. Baker II
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2. Check the Appropriate Box if a Member of a Group
(a) [X]
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(b) [ ]
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3. SEC Use Only
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4. Source of Funds
OO
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5. Check if Disclosure of Legal Proceedings Is Required
Pursuant to Items 2(d) or 2(e) [ ]
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6. Citizenship or Place of Organization
Florida
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Number of 7. 32,433 Sole Voting Power
Shares --------------------------
Beneficially 8. 371,158 Shared Voting Power
Owned by --------------------------
Each 9. 32,433 Sole Dispositive Power
Reporting --------------------------
Person With 10. 371,158 Shared Dispositive Power
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
403,591
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12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares [X]
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13. Percent of Class Represented by Amount in Row (11)
12.5%
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14. Type of Reporting Person
I
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Item 1. Security and the Issuer
The title and class of equity securities to which this Schedule 13D
relates is the shares of common stock, par value $0.10 per share (the "Common
Stock"), of Patriot Transportation Holding, Inc., a Florida corporation (the
"Issuer"). The address of the principal executive offices of the Issuer is
200 W. Forsyth Street, 7th Floor, Jacksonville, FL 32202.
Item 2. Identity and Background
(a) This Schedule 13D is filed on behalf of John D. Baker II and
Edward L. Baker II, as trustees for the separate trust for John D. Baker II
created under the Cynthia L. Baker Trust U/A/D April 30, 1965 (the "JDB
Trust"), and John D. Baker II and Edward L. Baker II individually.
(b) The business address for the JDB Trust is Wells Fargo Family
Wealth, 1 West 4th Street, D 4000-015, Winston-Salem, NC 27101.
The business address for the individual Reporting Person John
D. Baker II is 200 W. Forsyth Street, 7th Floor, Jacksonville, FL 32202.
The business address for the individual Reporting Person Edward
L. Baker II is 200 W. Forsyth Street, 12th Floor, Jacksonville, FL 32202.
(c) The Reporting Person John D. Baker II is the Executive Chairman
for Florida Rock & Tank Lines, Inc., located at 200 W. Forsyth St., 7th Floor,
Jacksonville, FL 32202.
The Reporting Person Edward L. Baker II is the Chief Executive
Officer of Bluegrass Materials Company, LLC, located at 200 W. Forsyth St.,
12th Floor, Jacksonville, FL 32202.
(d) During the last five years, the Reporting Persons have not been
convicted in a criminal proceeding, excluding traffic violations or similar
misdemeanors.
(e) During the last five years, the Reporting Persons were not a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction where, as a result of such proceeding they were or are subject
to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
(f) The Reporting Persons are United States citizens.
Item 3. Source and Amount of Funds or Other Consideration
The Reporting Persons acquired all shares of Common Stock reported in
this Statement as a result of the spin-off of the Issuer by FRP Holdings, Inc.
("FRP") on January 30, 2015 (the "Spin-off"). FRP distributed, by way of a
dividend, all of the shares of Common Stock of the Issuer to its shareholders
of record on January 9, 2015 (the "Record Date"). Shareholders of FRP on the
Record Date received one share of the Issuer's Common Stock for every three
shares of FRP common stock held.
Item 4. Purpose of Transaction
The Reporting Persons acquired all shares of Common Stock reported in
this Statement as a result of the Spin-off and currently intend to hold such
shares for investment purposes. Other than as set forth in this Statement, the
Reporting Persons have no present plans or proposals that relate to or would
result in:
(a) The acquisition by any person of additional securities of the
Issuer, or the disposition of securities of the Issuer;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its
subsidiaries;
(c) A sale or transfer of a material amount of assets of the Issuer
or of any of its subsidiaries;
(d) Any change in the present board of directors or management of
the Issuer, including any plans or proposals to change the number or
term of directors or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend
policy of the Issuer;
(f) Any other material change in the Issuer's business or corporate
structure;
(g) Changes in the Issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the Issuer by any person;
(h) A class of securities of the Issuer being delisted from a
national securities exchange or ceasing to be authorized to be
quoted in an inter-dealer quotation system of a registered national
securities association;
(i) A class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act;
or
(j) Any action similar to any of those enumerated in items (a)-(i)
above.
The Reporting Persons intend to continuously review their investments
in the Issuer, and may in the future determine (i) to acquire additional
securities of the Issuer, through open market purchases, private agreements
or otherwise, (ii) to dispose of all or a portion of the securities of the
Issuer owned by them or (iii) to take any other available course of action,
which could involve one or more of the types of transactions or have one or
more of the results described in the second paragraph of this Item
4. Notwithstanding anything contained herein, the Reporting Persons
specifically reserve the right to change their intentions with respect to any
or all of such matters. In reaching any decision as to a course of action (as
well as to the specific elements thereof), the Reporting Persons currently
expect that it would take into consideration a variety of factors, including,
but not limited to, the following: the Issuer's business and prospects; other
developments concerning the Issuer and its businesses generally; other
business opportunities available to the Reporting Persons; developments with
respect to the business of the Reporting Persons; changes in law and
government regulations; general economic conditions; and money and stock
market conditions, including the market price of the securities of the Issuer.
Item 5. Interest in Securities of the Issuer
(a) As of January 30, 2015, the Reporting Persons, as a group (as
defined in section 13(d)(3) of the Securities Exchange Act) beneficially
owned an aggregate of 486,479 shares of Common Stock, constituting 15.0% of
the Common Stock outstanding.
John D. Baker II beneficially owned an aggregate of 454,046 shares,
constituting 14.0% of the Common Stock outstanding. This calculation includes:
(i) 371,158 shares held by the JDB Trust, (ii) 27,437 shares that he holds
directly; (iii) 49,701 held in his Living Trust; (iv) 3,786 shares held in
retirement accounts; and (v) 1,963 shares held by his wife's Living Trust, as
to which he disclaims beneficial ownership. This calculation excludes 35,766
shares held under various trusts for the benefit of his wife and children, as
to which he disclaims beneficial ownership of all such shares.
Edward L. Baker II beneficially owned an aggregate of 403,591 shares,
constituting 12.5% of the Common Stock outstanding. This calculation includes
(i) 371,158 shares held by the JDB Trust, as to which he disclaims beneficial
ownership, and (ii) 32,433 shares that he holds directly.
(b) As of January 30, 2015, the JDB Trust had sole voting and
dispositive power with respect to 371,158 shares Common Stock and no shared
dispositive power.
John D. Baker II had sole voting and dispositive power with respect
to 80,925 shares of Common Stock, which includes: (i) 49,701 shares held in
his Living Trust; (ii) 27,437 shares that he holds directly; and (iii) 3,786
shares held in retirement accounts. Mr. Baker had shared dispositive power
with respect to the 371,158 shares of Common Stock held by the JDB Trust.
Edward L. Baker II has sole voting and dispositive power of the
32,433 shares that he holds directly. Mr. Baker has shared dispositive power
with respect to the 371,158 shares held by the JDB Trust.
(c) Other than disclosed in this Statement, no transactions were
effected by the Reporting Persons in the past sixty days.
(d) No person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, the
securities described in this Item 5.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer
Not applicable
Item 7. Material to be Filed as Exhibits
None.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete
and correct.
Date: February 9, 2015
/s/ John D. Baker II
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John D. Baker II
/s/ Edward L. Baker II
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Edward L. Baker II
/s/ John D. Baker II, as trustee
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John D. Baker II, as trustee
/s/ Edward L. Baker II, as trustee
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Edward L. Baker II, as trustee