SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
BAKER JOHN D II
(Last) (First) (Middle)
PO BOX 4667
(Street)
JACKSONVILLE FL 32201
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
FLORIDA ROCK INDUSTRIES INC [ FRK ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
President and CEO
3. Date of Earliest Transaction (Month/Day/Year)
07/30/2007
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership 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 07/30/2007 G 218,662 D $0 1,505,151 I See footnotes.(1)(2)
Common Stock 199,873 D
Common Stock 375,000 I See footnote.(3)
Common Stock 11,150,080 I See footnote.(4)
Common Stock 75,535 I See footnote.(5)
Common Stock 133,396 I See footnote.(6)
Common Stock 133,396 I See footnote.(7)
Common Stock 41,946 I See footnote.(8)
Common Stock 42,315 I By Wife's Living Trust
Common Stock 135,000 I See footnote.(9)
Common Stock 66,042 I See footnote.(10)
Common Stock 5,832 I See footnote.(11)
Common Stock 1,020,500 I See footnote.(12)
Common Stock 1,575 I See footnote.(13)
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. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. The reporting person made a charitable gift of 218,662 shares.
2. Shares held by John D. Baker II Living Trust for which the reporting person serves as trustee. Effective July 31, 2007, the reporting person, as Trustee of the John D. Baker II Living Trust contributed 1,010,000 shares, and Trustee of each of the Edward L. Baker II Irrevocable Trust, the John D. Baker III Irrevocable Trust and the Susan Anne Baker Irrevocable Trust contributed 3500 shares, to Crusher Run Partners, LP, in exchange for partnership interests. Crusher Run Partners subsequently contributed all of such shares to the Crusher Run Partners, LP Charitable Remainder Unitrust. This trust is administered by the John D. Baker II Living Trust as trustee. The reporting person disclaims beneficial interest in the contributed shares, except to the extent of his pecuniary interest therein.
3. Shares held by the Cynthia L. Baker Trust, U/A/D April 30, 1965, of which the reporting person is a trustee and an income beneficiary. The reporting person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
4. Shares held by Baker Holdings, L.P. The reporting person shares voting and dispositive power over all the shares held by Baker Holding, L.P. and has a pecuniary interest in a portion of the shares. The reporting person disclaims beneficial interest in these shares except to the extent of his pecuniary interest therein.
5. Shares held by Edward L. Baker II Irrevocable Trust. The trust is administered by the reporting person's brother as trustee and is for the benefit of the reporting person's son, Edward L. Baker II. The reporting person disclaims beneficial interest in these shares. Effective July 30, 2007, the reporting person, as Trustee of the John D. Baker II Living Trust contributed 1,010,000 shares, and Trustee of each of the Edward L. Baker II Irrevocable Trust, the John D. Baker III Irrevocable Trust and the Susan Anne Baker Irrevocable Trust contributed 3500 shares, to Crusher Run Partners, LP, in exchange for partnership interests. Crusher Run Partners subsequently contributed all of such shares to the Crusher Run Partners, LP Charitable Remainder Unitrust. This trust is administered by the John D. Baker II Living Trust as trustee. The reporting person disclaims beneficial interest in the contributed shares, except to the extent of his pecuniary interest therein.
6. Shares held by John D. Baker III Irrevocable Trust. The trust is administered by the reporting person's brother as trustee and is for the benefit of the reporting person's son, John D. Baker III. The reporting person disclaims beneficial interest in these shares. Effective July 30, 2007, the reporting person, as Trustee of the John D. Baker II Living Trust contributed 1,010,000 shares, and Trustee of each of the Edward L. Baker II Irrevocable Trust, the John D. Baker III Irrevocable Trust and the Susan Anne Baker Irrevocable Trust contributed 3500 shares, to Crusher Run Partners, LP, in exchange for partnership interests. Crusher Run Partners subsequently contributed all of such shares to the Crusher Run Partners, LP Charitable Remainder Unitrust. This trust is administered by the John D. Baker II Living Trust as trustee. The reporting person disclaims beneficial interest in the contributed shares, except to the extent of his pecuniary interest therein.
7. Shares held by Susan Anne Baker Irrevocable Trust. The trust is administered by the reporting person's brother as trustee and is for the benefit of the reporting person's daughter, Susan Anne Baker. The reporting person disclaims beneficial interest in the shares. Effective July 30, 2007, the reporting person, as Trustee of the John D. Baker II Living Trust contributed 1,010,000 shares, and Trustee of each of the Edward L. Baker II Irrevocable Trust, the John D. Baker III Irrevocable Trust and the Susan Anne Baker Irrevocable Trust contributed 3500 shares, to Crusher Run Partners, LP, in exchange for partnership interests. Crusher Run Partners subsequently contributed all of such shares to the Crusher Run Partners, LP Charitable Remainder Unitrust. This trust is administered by the John D. Baker II Living Trust as trustee. The reporting person disclaims beneficial interest in the contributed shares, except to the extent of his pecuniary interest therein.
8. Shares held as beneficiary of the Issuer's Employee Benefit Plan (TRAESOP).
9. Shares held by John D. Baker II Irrevocable Trust #1. This trust is administered by an independent trustee and is for the benefit of the reporting person's spouse and children. The reporting person disclaims any beneficial interest in these shares.
10. Shares held by John D. Baker II Irrevocable Trust #2. This trust is administered by the reporting person's brother as trustee and is for the benefit of the reporting person's son, Edward L. Baker II. The reporting person disclaims beneficial interest in these shares.
11. Shares held by STABANCO, nominee of SunTrust Bank. These shares are held in a fiduciary account (in a trust in which SunTrust Bank and the reporting person's brother are trustees) and to which the reporting person has potential income rights. The reporting person disclaims beneficial interest in the shares held by such trust except to the extent of his pecuniary interest therein.
12. Effective July 30, 2007, the reporting person, as Trustee of the John D. Baker II Living Trust contributed 1,010,000 shares, and Trustee of each of the Edward L. Baker II Irrevocable Trust, the John D. Baker III Irrevocable Trust and the Susan Anne Baker Irrevocable Trust contributed 3500 shares, to Crusher Run Partners, LP, in exchange for partnership interests. Crusher Run Partners subsequently contributed all of such shares to the Crusher Run Partners, LP Charitable Remainder Unitrust. This trust is administered by the John D. Baker II Living Trust as trustee. The reporting person disclaims beneficial interest in the contributed shares, except to the extent of his pecuniary interest therein.
13. Shares are held by the reporting person's wife, Anne Doris Baker.
/s/ Daniel B. Nunn, Jr., Attorney in fact for John D. Baker II 09/13/2007
** Signature of Reporting Person Date
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).
** 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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