Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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- Peter Lynch
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(AMENDMENT NO. 1)*
FRP Holdings, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
30292L107
(CUSIP Number)
December 31, 2019
(Date of Event Which Requires Filing of this Statement)
Daniel B. Nunn, Jr.
Nelson Mullins
50 North Laura Street
41st Floor
Jacksonville, Florida 32202
(904) 665-3601
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[_] Rule 13d-1(b)
[X] Rule 13d-1(c)
[_] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Exchange Act or
otherwise subject to the liabilities of that section of the Exchange Act but
shall be subject to all other provisions of the Exchange Act (however, see the
Notes).
SCHEDULE 13G
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CUSIP No.: 30292L107
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1 NAME OF REPORTING PERSON
Cynthia P. Ogden, as trustee for the Trust FBO Sarah B. Porter
U/A Cynthia L. Baker Trust Dated 4/30/1965
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
Florida
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5 SOLE VOTING POWER
0
NUMBER OF SHARES --------------------------------
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 0
EACH --------------------------------
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 0
WITH --------------------------------
8 SHARED DISPOSITIVE POWER
0
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%
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12 TYPE OF REPORTING PERSON
OO
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Item 1.
(a) The name of the Issuer is FRP Holdings, Inc.
(b) The Issuer's principal executive offices are located at
200 West Forsyth Street, 7th Floor, Jacksonville, Florida 32202.
Item 2.
(a) This Schedule 13G is filed by Cynthia P. Ogden, as trustee for
the Trust FBO Sarah B. Porter U/A Cynthia L. Baker Trust Dated 4/30/1965 (the
"SBP Trust").
(b) The principal executive offices of the SBP Trust are located
at 1165 5th Avenue, #10-D, New York, NY 10029.
(c) The Cynthia L'Engle Baker Trust was organized as a Florida
trust on April 30, 1965. The SBP Trust was created as a separate trust
under the CLB Trust on November 8, 2007.
(d) This Schedule 13G relates to the common stock of the Issuer,
par value $.10 per share.
(e) The CUSIP number of the common stock is 30292L107.
Item 3.
Not applicable
Item 4. Ownership
(a) Amount beneficially owned: 0
(b) Percent of class: 0.0%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 0
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial owner of more
than 5 percent of the class of securities, check the following [x].
Following the death of Sarah B. Porter on January 25, 2018, the
shares of the Issuer's common stock that were previously held by the SBP
Trust were transferred to CLB 1965 LLC in connection with the administration
of Ms. Porter's estate.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not held
for the purpose of or with the effect of changing or influencing the control
of the issuer of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having that purpose
or effect, other than activities solely in connection with a nomination
under Section 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
Statement is true, correct and complete.
Dated: February __, 2020.
---------------------------------
Cynthia P. Ogden, as Trustee
for the Trust FBO Sarah B. Porter
U/A Cynthia L. Baker Trust Dated
4/30/1965