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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* BAKER JOHN D II (Last) (First) (Middle) 501 RIVERSIDE AVENUE SUITE 500 (Street) JACKSONVILLE FL 32202 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol PATRIOT TRANSPORTATION HOLDING INC [ PATR ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 12/28/2009
	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	12/28/2009		G		29,546	D	$0	73,451	I	See footnote.(1)
Common Stock								1,000	D
Common Stock								1,963	I	See footnote.(2)
Common Stock								1,061,521	I	See footnote.(3)
Common Stock								1,549	I	See footnote.(4)
Common Stock								22,238	I	See footnote.(5)
Common Stock								28,880	I	See footnote.(6)
Common Stock								10,000	I	See footnote.(7)
Common Stock								6,642	I	See footnote.(8)
Common Stock								28,879	I	See footnote.(9)

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. Shares held by John D. Baker II Living Trust for which the reporting person serves as trustee. The reporting person made gifts of a total of 29,546 to various charitable organizations and family members.

2. Shares held by wife's living trust.

3. Baker Holdings, L.P. directly owns 1,061,521 shares. The reporting persons shares voting and dispositive power over all the shares held by Baker Holdings, L.P. and has a pecuniary interest in 353,840 shares. the reporting person disclaims beneficial interest in the shares held by Baker Holdings, L.P., except to the extent of his pecuniary interest therein.

4. Shares held as beneficiary of the issuer's Employee Benefit Plan (401(k) Profit Sharing Plan).

5. Shares held by Edward L. Baker II Irrevocable Trust. The trust is administered by the reporting peson's brother as trustee and is for the benefit of the reporting person's son, Edward L. Baker II. The reporting person disclaims beneficial interest in these shares.

6. Shares held by John D. Baker II Irrevocable Trust. the trust is administered by the reporting person's brother as trustee and is for the benefit of the reporting person's son, John D. Baker II. The reporting person disclaims beneficial interest in these shares.

7. Shares held by John D. Baker II Irrevocable Trust #1. The trust is administered by an independent trustee and is for the benefit of the reporting person's spouse and children. The reporting person disclaims any beneficial interest in these shares.

8. Shares held by John D. Baker II Irrevocable Trust #2. The trust is administered by the reporting person's brother as trustee and is for the benefit of the reporting person's son, Edward L. Baker II. The reporting person disclaims beneficial interest in these shares.

9. Shares held by Susan Anne Baker Irrevocable Trust. The trust is administered by the reporting person's brother as trustee and is for the benefit of the reporting person's daughter, Susan Anne Baker. The reporting person disclaims beneficial interest in these shares.

	/s/ Daniel B. Nunn, Jr., attorney in fact for John D. Baker II	01/05/2010
	** 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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