Matthew C. McNulty - Dec 21, 2023 Form 4 Insider Report for PATRIOT TRANSPORTATION HOLDING, INC. (PATI)

Role: Vice President and CFO
Signature: /s/Matthew C. McNulty
Stock symbol: PATI
Transactions as of: Dec 21, 2023
Transactions value $: -$2,932,816
Form type: 4
Date filed: 12/21/2023, 02:33 PM
Next filing: Jun 4, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	PATI	Common Stock	Disposed to Issuer	-$5.12K	-315	-100%	$16.26	0	Dec 21, 2023	Held in 401k	F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	PATI	Option to Buy	Disposed to Issuer	-$475K	-29.2K	-100%	$16.26	Dec 21, 2023	Common Stock	29.2K	$7.34	Direct	F2
transaction	PATI	Option to Buy	Disposed to Issuer	-$510K	-31.4K	-100%	$16.26	Dec 21, 2023	Common Stock	31.4K	$6.80	Direct	F2
transaction	PATI	Option to Buy	Disposed to Issuer	-$448K	-27.6K	-100%	$16.26	Dec 21, 2023	Common Stock	27.6K	$7.52	Direct	F2
transaction	PATI	Option to Buy	Disposed to Issuer	-$901K	-55.4K	-100%	$16.26	Dec 21, 2023	Common Stock	55.4K	$6.89	Direct	F2
transaction	PATI	Option to Buy	Disposed to Issuer	-$594K	-36.5K	-100%	$16.26	Dec 21, 2023	Common Stock	36.5K	$5.15	Direct	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Matthew C. McNulty 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	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.

Content

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.

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.