4/A 1 edgar.htm 4/A Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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Filed By Romeo & Dye's Instant Form 4 Filer
www.section16.net

1. Name and Address of Reporting Person*

Baker Edward L.

2. Issuer Name and Ticker or Trading Symbol
Florida Rock Industries, Inc. (FRK)

6. Relationship of Reporting Person(s)
to Issuer (Check all applicable)
X Director                                   X 10% Owner
X Officer (give title below)          Other (specify below)

Chairman of the Board                             

(Last)      (First)     (Middle)

P. O. Box 4667
 

3. I.R.S. Identification Number
of Reporting Person,
if an entity (voluntary)

 

4. Statement for
Month/Day/Year
05/24/02

(Street)

Jacksonville, Florida 32201

5. If Amendment,
Date of Original
(Month/Day/Year)
09/20/02		 7. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
    Form filed by More than One Reporting Person

(City)     (State)     (Zip)

Table I — Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security
(Instr. 3)

2. Trans-
action
Date
(Month/ Day/
Year)

2A. Deemed
Execution
Date,
if any
(Month/Day/
Year)

3. Trans-
action Code
(Instr. 8)

4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 & 5)

5. Amount of
Securities
Beneficially
Owned Follow-
ing Reported Transactions(s)
(Instr. 3 & 4)

6. Owner-
ship 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

05/24/02

 

M

 

135,000

A

$8.375

 

 

Common Stock

05/24/02

 

F

 

57,901

D

$41.50

281,350

I

 (1)

Common Stock

 

 

 

 

 

21,589

D

 

Common Stock

 

 

 

 

 

6,046

I

By wife

Common Stock

 

 

 

 

 

 

 

5,622,258

I

 (2)

Common Stock

 

 

 

 

 

 

 

171,495

I

 (3)

Common Stock

 

 

 

 

 

 

 

2,592

I

 (4)

Common Stock

 

 

 

 

 

 

 

12,455.80

I

 (5)

Common Stock

 

 

 

 

 

 

 

47,128.26

I

 (6)

Common Stock

 

 

 

 

 

 

 

1,284.03

D

 (7)
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).

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FORM 4 (continued)

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. Conver-
sion or
Exercise
Price of Derivative Security

3. Trans-
action Date

(Month/
Day/
Year)

3A. Deemed
Execution
Date,
if any
(Month/
Day/
Year)

4. Trans-
action
Code

(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)

(Instr. 3, 4 & 5)

6. Date Exercisable
and Expiration
Date
(Month/Day/
Year)

7. Title and Amount of Underlying Securities
(Instr. 3 & 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of
Derivative
Securities
Beneficially
Owned
Following
Reported Transaction(s)
(Instr. 4)

10. Owner-
ship Form
of Deriv-
ative
Security:
Direct (D)
or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

V

(A)

(D)

Date Exer-cisable

Expira-
tion
Date

Title

Amount or Number of
Shares

Employee stock option (right to buy

$8.375

04/24/02

 

M

 

 

135,000

 (8)

06/01/02

Common Stock

135,000

 

135,000

D

 

Explanation of Responses:

(1) Shares are held in the Edward L'Engle Baker Living Trust, for which the reporting person serves as trustee.
(2) Shares held by Baker Holdings, L.P., formerly known as Baker Investments, Ltd. The reporting person shares voting and dispositive power and has a pecuniary interest in 1,904,085 shares. The reporting person disclaims beneficial interest in these shares except to the extent of his pecuniary interest therein.
(3) Shares held by trusts for benefit of the children of John D. Baker II. The reporting person serves as trustee of these trusts but disclaims beneficial ownership of these shares.
(4) Shares held by STABANCO, nominee of SunTrust Bank, in a fiduciary account (in a trust in which SunTrust Bank and the reporting person are trustees) but to which the reporting person has potential income rights.
(5) Shares held as beneficiary of the issuer's Employee Benefit Plan (TRAESOP) as of the most recent available valuation date.
(6) Shares held as beneficiary of the issuer's Employee Benefit Plan (profit sharing) as of the most recent available valuation date.
(7) Shares acquired under the issuer's Employee Stock Purchase Plan that are exempt from Section 16(b) pursuant to Rule 16(b)(3a).
(8) The options vested in five equal annual installments beginning on June 1, 1993.
  By: /s/ Edward L. Baker
             Edward L. Baker
**Signature of Reporting Person		 11/13/02
Date

**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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