SEC FORM 4

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^*

Oates Michael P

(Last)

(First)

(Middle)

155 EAST 21ST STREET

(Street)

JACKSONVILLE

32206

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
FLORIDA ROCK INDUSTRIES INC [ FRK ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Vice President Human Resources

3. Date of Earliest Transaction (Month/Day/Year)
11/16/2007

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/16/2007		D		88	D	⁽¹⁾	0	D
Common Stock	11/16/2007		D		157	D	⁽²⁾	0	I	Profit Sharing Plan

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Option to Buy	$31.8	11/16/2007		D⁽³⁾			7,500	⁽³⁾	09/06/2014	Common Stock	7,500	$67	0	D
Option to Buy	$37.83	11/16/2007		D⁽⁴⁾			6,000	⁽⁴⁾	11/30/2014	Common Stock	6,000	$67	0	D
Option to Buy	$51.67	11/16/2007		D⁽⁵⁾			5,000	⁽⁵⁾	12/06/2015	Common Stock	5,000	$67	0	D
Option to Buy	$43.21	11/16/2007		D⁽⁶⁾			4,000	⁽⁶⁾	12/05/2016	Common Stock	4,000	$67	0	D

Explanation of Responses:

1. Shares held in employee stock purchase plan account disposed of pursuant to merger agreement between issuer, Vulcan Materials Company, Virginia Holdco, Inc. and certain related parties in exchange for either (1) 0.63 shares of Virginia Holdco, Inc. common stock having a market value of $82.77 per share on the effective date of the merger and cash in lieu of fractional shares, determined by multiplying the fractional share amount by the closing price on the NYSE for Vulcan Materials Company common stock on the last trading day immediately preceding the effective date of the merger, (2) $67.00 in cash, or (3) a combination thereof, subject to proration based on the terms of the merger agreement.

2. Shares held in profit sharing plan disposed of pursuant to merger agreement between issuer, Vulcan Materials Company, Virginia Holdco, Inc. and certain related parties in exchange for either (1) 0.63 shares of Virginia Holdco, Inc. common stock having a market value of $82.77 per share on the effective date of the merger and cash in lieu of fractional shares, determined by multiplying the fractional share amount by the closing price on the NYSE for Vulcan Materials Company common stock on the last trading day immediately preceding the effective date of the merger, (2) $67.00 in cash, or (3) a combination thereof, subject to proration based on the terms of the merger agreement.

3. This option was cancelled in the merger in exchange for a cash payment of $264,000.00 representing the difference between the exercise price of the option and $67.00 per share. All options not exercisable prior to the effective date of the merger became vested and fully exercisable on October 15, 2007 pursuant to the terms of the merger agreement.

4. This option was cancelled in the merger in exchange for a cash payment of $175,020.00 representing the difference between the exercise price of the option and $67.00 per share. All options not exercisable prior to the effective date of the merger became vested and fully exercisable on October 15, 2007 pursuant to the terms of the merger agreement.

5. This option was cancelled in the merger in exchange for a cash payment of $76,650.00 representing the difference between the exercise price of the option and $67.00 per share. All options not exercisable prior to the effective date of the merger became vested and fully exercisable on October 15, 2007 pursuant to the terms of the merger agreement.

6. This option was cancelled in the merger in exchange for a cash payment of $95,160.00 representing the difference between the exercise price of the option and $67.00 per share. All options not exercisable prior to the effective date of the merger became vested and fully exercisable on October 15, 2007 pursuant to the terms of the merger agreement.

	/s/ Daniel B. Nunn, Jr., Attorney in fact for Michael P. Oates	11/20/2007
	** 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).
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