John D. Baker II - Dec 21, 2023 Form 4 Insider Report for PATRIOT TRANSPORTATION HOLDING, INC. (PATI)

Role
Director, 10%+ Owner
Signature
/s/John D. Baker II
Stock symbol
PATI
Transactions as of
Dec 21, 2023
Transactions value $
-$8,904,139
Form type
4
Date filed
12/21/2023, 02:47 PM
Previous filing
Jun 2, 2023
Next filing
Mar 8, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction PATI Common Stock Disposed to Issuer -$65K -4K -100% $16.26 0 Dec 21, 2023 Direct F1
transaction PATI Common Stock Disposed to Issuer -$2.73M -168K -100% $16.26 0 Dec 21, 2023 Held in Living Trust F1
transaction PATI Common Stock Disposed to Issuer -$20.5K -1.26K -100% $16.26 0 Dec 21, 2023 Held in Wife's Living Trust F1, F2
transaction PATI Common Stock Disposed to Issuer -$54.3K -3.34K -100% $16.26 0 Dec 21, 2023 Held in IRA F1
transaction PATI Common Stock Disposed to Issuer -$6.04M -371K -100% $16.26 0 Dec 21, 2023 See footnote F1, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

John D. Baker II is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 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.
F2 The Reporting Person disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.
F3 Shares are held by the Trust FBO John D. Baker II U/A Cynthia L. Baker Trust dated 4/30/1965, for which the Reporting Person serves as co-trustee, and of which the Reporting Person is the sole income beneficiary. The Reporting Person disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.