0000897069-23-001814.txt : 20231221 0000897069-23-001814.hdr.sgml : 20231221 20231221143737 ACCESSION NUMBER: 0000897069-23-001814 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20231221 FILED AS OF DATE: 20231221 DATE AS OF CHANGE: 20231221 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BAKER THOMPSON S II CENTRAL INDEX KEY: 0001190090 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36605 FILM NUMBER: 231504688 MAIL ADDRESS: STREET 1: 200 W. FORSYTH STREET STREET 2: 7TH FLOOR CITY: JACKSONVILLE STATE: FL ZIP: 32202 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: PATRIOT TRANSPORTATION HOLDING, INC. CENTRAL INDEX KEY: 0001616741 STANDARD INDUSTRIAL CLASSIFICATION: TRUCKING & COURIER SERVICES (NO AIR) [4210] ORGANIZATION NAME: 01 Energy & Transportation IRS NUMBER: 472482414 STATE OF INCORPORATION: FL FISCAL YEAR END: 0930 BUSINESS ADDRESS: STREET 1: 200 W. FORSYTH ST. STREET 2: 7TH FLOOR CITY: JACKSONVILLE STATE: FL ZIP: 32202 BUSINESS PHONE: (877) 704-1776 MAIL ADDRESS: STREET 1: 200 W. FORSYTH ST. STREET 2: 7TH FLOOR CITY: JACKSONVILLE STATE: FL ZIP: 32202 FORMER COMPANY: FORMER CONFORMED NAME: New Patriot Transportation Holding, Inc. DATE OF NAME CHANGE: 20140814 4 1 form4.xml X0508 4 2023-12-21 true 0001616741 PATRIOT TRANSPORTATION HOLDING, INC. PATI 0001190090 BAKER THOMPSON S II C/O PATRIOT TRANSPORTATION HOLDING INC. 200 W. FORSYTH ST., 7TH FLOOR JACKSONVILLE FL 32202 true false Common Stock 2023-12-21 4 D 0 90259 16.26 D 0 I Held in Living Trust Common Stock 2023-12-21 4 D 0 733 16.26 D 0 I Held by wife Common Stock 2023-12-21 4 D 0 2199 16.26 D 0 I See footnote Common Stock 2023-12-21 4 D 0 35291 16.26 D 0 I See footnote Common Stock 2023-12-21 4 D 0 105867 16.26 D 0 I See footnote Option to Buy 10.018 2023-12-21 4 D 0 12571 16.26 D 2024-12-03 Common Stock 12571 0 D Option to Buy 8.84 2023-12-21 4 D 0 28825 16.26 D 2025-11-18 Common Stock 28825 0 D Option to Buy 7.953 2023-12-21 4 D 0 40507 16.26 D 2026-11-17 Common Stock 40507 0 D Pursuant to an Agreement and Plan of Merger, each share of common stock was converted into the right to receive $16.26 per share in cash (the "Merger Consideration"). Each outstanding stock option was cancelled in exchange for the right to receive a cash payment of an amount equal to the product of (i) the total number of shares of common stock underlying such stock option and (ii) the excess of the (x) Merger Consideration over the (y) per-share exercise price of the stock option. Each outstanding SAR was cancelled in exchange for the right to receive a cash payment of an amount equal to the product of (i) the total number of shares of common stock underlying each such SAR and (ii) the excess, if any, of (x) the Merger Consideration over (y) the per-share SAR Price. Shares held in trust by the Reporting Person and his wife for the benefit of the Reporting Person's children. Shares held by the Reporting Person as trustee for the separate trust for Thompson S. Baker II created under the Cynthia L. Baker Trust U/A/D April 30, 1965. Shares held by the Reporting Person and his siblings as trustees for separate trusts for the Reporting Person's siblings created under the Cynthia L. Baker Trust U/A/D April 30, 1965. The Reporting Person disclaims beneficial ownership of these shares. Each outstanding stock option was cancelled in exchange for the right to receive a cash payment of an amount equal to the product of (i) the total number of shares of common stock underlying such stock option and (ii) the excess of the (x) Merger Consideration over the (y) per-share exercise price of the stock option. /s/Thompson S. Baker II 2023-12-21