As filed with the Securities and Exchange Commission on May 15, 2020

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

PATRIOT TRANSPORTATION HOLDING, INC.

(Exact name of registrant as specified in its charter)

Patriot Transportation Holding, Inc. 2014 Equity Incentive Plan

(Full title of the plan)

Robert E. Sandlin

President & Chief Executive Officer

200 W. Forsyth St., 7th Floor

Jacksonville, FL 32202

(904) 396-5733

Copies to:

Daniel B. Nunn, Jr.

Nelson Mullins

50 North Laura Street, 41st Floor

Jacksonville, FL 32202

daniel.nunn@nelsonmullins.com

(Name and address of agent for service)

(904) 665- 3601

(Telephone number, including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

  If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

CALCULATION OF REGISTRATION FEE

EXPLANATORY NOTE

Pursuant to General Instruction E of Form S-8, the Registrant is filing this Registration Statement with the Securities and Exchange Commission (the “Commission”) to register 148,877 additional shares of the Registrant’s common stock, par value $0.10 per share, reserved for issuance under the 2014 Plan in connection with antidilutive adjustments made in connection with an extraordinary cash dividend to the Registrant’s shareholders of $3.00 per share, which was paid on January 30, 2020 to shareholders of record as of the close of business on January 15, 2020.

The shares of common stock registered pursuant to this Registration Statement are of the same class of securities as the shares of common stock registered for issuance under the 2014 Plan pursuant to the currently effective Registration Statements on Form S-8 (Registration No. 333-201792 and Registration No. 333-231421) filed with the Commission on January 30, 2015 and on May 13, 2019, respectively (together, the “Previously Filed Registration Statements”).

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

Pursuant to General Instruction E of Form S-8 regarding Registration of Additional Securities, the contents of the Previously Filed Registration Statements are hereby incorporated by reference in this Registration Statement to the extent not replaced hereby.

The following documents are hereby incorporated by reference into this Registration Statement:

All other reports and documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (other than Current Reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits furnished on such form that relate to such items) prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part of this Registration Statement from the date of the filing of such reports and documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document that also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

ITEM 8. EXHIBITS

* Filed herewith

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Jacksonville, State of Florida effective this 15th day of May, 2020.

PATRIOT TRANSPORTATION HOLDING, INC.

POWER OF ATTORNEY AND SIGNATURES

Each person whose signature appears below hereby appoints the Chief Executive Officer and Chief Financial Officer, and each of them, severally, as his or her true and lawful attorney or attorneys-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Registration Statement (including all pre-effective and post-effective amendments and registration statements filed pursuant to Rule 462 under the Securities Act of 1933), and to file the same with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated effective this 15th day of May, 2019.

EXHIBIT INDEX

* Filed herewith

Exhibit 4.5 

SECOND AMENDMENT

TO

PATRIOT TRANSPORTATION HOLDING, INC.

2014 EQUITY INCENTIVE PLAN

WHEREAS, Patriot Transportation Holding, Inc. (the “Company”) maintains the Patriot Transportation Holding, Inc. 2014 Equity Incentive Plan (the “Plan”); and

WHEREAS, the Company issued an extraordinary dividend to its shareholders of $3.00 per share, which was paid on January 30, 2020 to shareholders of record as of the close of business on January 15, 2020 (the “Dividend”); and

WHEREAS, Section 11 of the Plan provides that the Board of Directors of the Company (the “Board”) will adjust Awards granted under the Plan and the maximum number of shares of Common Stock subject to the Plan set forth in Section 4 of the Plan in the event of any extraordinary dividend, stock split, extraordinary corporate transaction or other relevant change in capitalization to the extent necessary to preserve the economic intent of such Awards; and

WHEREAS, in connection with the Dividend, the Board made adjustments to certain Awards made under the Plan, as required under Section 11;

WHEREAS, in connection with the foregoing, the Board desires to amend Section 4 of the Plan to authorize an additional 148,877 shares of Common Stock to be available for the grant of Awards under the Plan;

NOW, THEREFORE, the Plan is hereby amended effective as of May 8, 2020 (the “Effective Date”), as follows:

[Remainder of page intentionally blank]

IN WITNESS WHEREOF, the Company has caused this First Amendment to be executed by a duly authorized officer, effective as of the Effective Date.

PATRIOT TRANSPORTATION HOLDING, INC.

By: /s/ Robert E. Sandlin

Robert E. Sandlin

President & Chief Executive Officer

Exhibit 5.1

May 15, 2020

Ladies and Gentlemen:

This firm is counsel to Patriot Transportation Holding, Inc., a Florida corporation (the "Company"), in connection with the Registration Statement on Form S-8 filed by the Company on the date hereof (the "Registration Statement") being filed by the Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Securities Act"), with respect to the offer and sale of up to 148,877 shares (the "Shares") of the Company's common stock, par value $0.10 per share, pursuant to the Patriot Transportation Holding, Inc. 2014 Equity Incentive Plan (the "Plan").

In rendering this opinion, we have examined: (a) the Registration Statement; (b) a copy of the Company's Amended and Restated Articles of Incorporation; (c) a copy of the Company's Bylaws; and (d) a record of the proceedings of the Company relating to the authorization of the issuance and delivery of the Shares pursuant to the Plan. We have also examined originals, or copies of originals certified to our satisfaction, of such agreements, documents, certificates and other statements of governmental officials and other instruments, and examined such questions of law and have satisfied ourselves as to such matters of fact, as we have considered relevant and necessary as a basis for this opinion. We have assumed, without inquiry, the authenticity of all documents submitted to us as originals, the genuineness of all signatures, the legal capacity of all natural persons and the conformity with authentic original documents of any copies thereof submitted to us for our examinations.

Based on the foregoing, and subject to the qualifications stated herein, we are of the opinion that:

1.    The Company has been incorporated under the laws of Florida and the Company's status is active.

2.    The Shares will be legally issued, fully paid and nonassessable when: (i) the Registration Statement shall have become effective under the Securities Act; and (ii) the Shares shall have been issued and sold in the manner contemplated by the Plan.

We express no opinion as to the application of the securities or "Blue Sky" laws of the various states to the sale of the Shares. The opinions rendered herein are limited to the laws of the State of Florida and the federal laws of the United States.

May 15, 2020

Page 2

This opinion is being delivered in connection with the Registration Statement and, accordingly, may not be used for any other purpose without our prior written consent. We assume no obligation to update or supplement this opinion to reflect any facts or circumstances that may hereafter come to our attention with respect to the opinions expressed above, including any changes in applicable law that may hereafter occur.

We hereby consent to the use of our name in the Registration Statement as counsel who will pass upon the legality of the Shares for the Company and as having prepared this opinion, and to the use of this opinion as an exhibit to the Registration Statement. We also consent to the use of our name as counsel for the Company and to any references to this firm in the prospectus that constitutes part of the Registration Statement.

In giving this consent, we do not hereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act or the rules or regulations of the Securities and Exchange Commission promulgated thereunder.

Very truly yours,

/s/ Nelson Mullins Riley & Scarborough LLP

Nelson Mullins Riley & Scarborough LLP

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

Patriot Transportation Holding, Inc.

Jacksonville, Florida

We consent to the incorporation by reference in this Registration Statement (Form S-8) pertaining to the Patriot Transportation Holding, Inc. 2014 Equity Incentive Plan, of our report dated December 11, 2019, relating to the consolidated financial statements and schedules of Patriot Transportation Holding Inc. appearing in the Company’s Annual Report on Form 10-K for the year ended September 30, 2019.

Savannah, Georgia

May 14, 2020