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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Expires: February 28, 2011 Estimated average burden hours per response 0.5
	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 & CEO
	3. Date of Earliest Transaction (Month/Day/Year) 11/16/2007
	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	11/16/2007		D		1,505,151	D	( 1 )	0	I	See footnote. ( 2 )
Common Stock	11/16/2007		D		199,873 ( 3 )	D	( 1 )	0	D
Common Stock	11/16/2007		D		125,000	D	( 1 )	0	I	See footnote. ( 4 )
Common Stock	11/16/2007		D		11,150,080	D	( 1 )	0	I	See footnote. ( 5 )
Common Stock	11/16/2007		D		75,535	D	( 1 )	0	I	See footnote. ( 6 )
Common Stock	11/16/2007		D		133,396	D	( 1 )	0	I	See footnote. ( 7 )
Common Stock	11/16/2007		D		133,396	D	( 1 )	0	I	See footnote. ( 8 )
Common Stock	11/16/2007		D		28,605	D	( 1 )	0	I	See footnote. ( 9 )
Common Stock	11/16/2007		D		42,315	D	( 1 )	0	I	By wife's living trust.
Common Stock	11/16/2007		D		135,000	D	( 1 )	0	I	See footnote. ( 10 )
Common Stock	11/16/2007		D		66,042	D	( 1 )	0	I	See footnote. ( 11 )
Common Stock	11/16/2007		D		5,832	D	( 1 )	0	I	See footnote. ( 12 )
Common Stock	11/16/2007		D		1,020,500	D	( 1 )	0	I	See footnote. ( 13 )
Common Stock	11/16/2007		D		1,575	D	( 1 )	0	I	See footnote. ( 14 )

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
Option to Buy	$10.17	11/16/2007		D ( 15 )			29,532	( 15 )	12/05/2010	Common Stock	29,532	$67	0	D
Option to Buy	$14.27	11/16/2007		D ( 16 )			33,750	( 16 )	12/04/2011	Common Stock	33,750	$67	0	D
Option to Buy	$17.51	11/16/2007		D ( 17 )			33,750	( 17 )	12/03/2012	Common Stock	33,750	$67	0	D
Option to Buy	$25.69	11/16/2007		D ( 18 )			33,750	( 18 )	12/02/2013	Common Stock	33,750	$67	0	D
Option to Buy	$37.83	11/16/2007		D ( 19 )			22,500	( 19 )	11/30/2014	Common Stock	22,500	$67	0	D
Option to Buy	$51.67	11/16/2007		D ( 20 )			15,000	( 20 )	12/06/2015	Common Stock	15,000	$67	0	D
Option to Buy	$43.21	11/16/2007		D ( 21 )			12,000	( 21 )	12/05/2016	Common Stock	12,000	$67	0	D

Explanation of Responses:

1. Disposed of pursuant to merger agreement between issuer, Vulcan Materials Company, Virginia Holdco, Inc. and certain related parties in exchange for either (1) 0.63 shares of Virginia Holdco, Inc. common stock having a market value of $82.77 per share on the effective date of the merger and cash in lieu of fractional shares, determined by multiplying the fractional share amount by the closing price on the NYSE for Vulcan Materials Company common stock on the last trading day immediately preceding the effective date of the merger, (2) $67.00 in cash, or (3) a combination thereof, subject to proration based on the terms of the merger agreement.

2. Shares held by John D. Baker II Living Trust for which the reporting person serves as trustee.

3. Shares held directly by the reporting person.

4. Shares held by separate trust created under 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. The Cynthia L. Baker Trust has been subdivided resulting in a decrease in the reporting person's beneficial ownership from 375,000 shares to 125,000 shares.

5. 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.

6. 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.

7. 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.

8. 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.

9. Shares held as beneficiary of the Issuer's Employee Benefit Plan (TRAESOP).

10. 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.

11. 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.

12. 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.

13. Shares held by the Crusher Run Partners, LP Charitable Remainder Unitrust. This trust is administered by John D. Baker II as trustee. The reporting person disclaims beneficial interest in the contributed shares, except to the extent of his pecuniary interest therein.

14. Shares are held by the reporting person's wife, Anne Doris Baker.

15. This option was cancelled in the merger in exchange for a cash payment of $1,678,303.56 representing the difference between the exercise price of the option and $67.00 per share. All options not exercisable prior to the effective date of the merger became vested and fully exercisable on October 15, 2007 pursuant to the terms of the merger agreement.

16. This option was cancelled in the merger in exchange for a cash payment of $1,779,637.50 representing the difference between the exercise price of the option and $67.00 per share. All options not exercisable prior to the effective date of the merger became vested and fully exercisable on October 15, 2007 pursuant to the terms of the merger agreement.

17. This option was cancelled in the merger in exchange for a cash payment of $1,670,287.50 representing the difference between the exercise price of the option and $67.00 per share. All options not exercisable prior to the effective date of the merger became vested and fully exercisable on October 15, 2007 pursuant to the terms of the merger agreement.

18. This option was cancelled in the merger in exchange for a cash payment of $1,394,212.50 representing the difference between the exercise price of the option and $67.00 per share. All options not exercisable prior to the effective date of the merger became vested and fully exercisable on October 15, 2007 pursuant to the terms of the merger agreement.

19. This option was cancelled in the merger in exchange for a cash payment of $656,325.00 representing the difference between the exercise price of the option and $67.00 per share. All options not exercisable prior to the effective date of the merger became vested and fully exercisable on October 15, 2007 pursuant to the terms of the merger agreement.

20. This option was cancelled in the merger in exchange for a cash payment of $229,950.00 representing the difference between the exercise price of the option and $67.00 per share. All options not exercisable prior to the effective date of the merger became vested and fully exercisable on October 15, 2007 pursuant to the terms of the merger agreement.

21. This option was cancelled in the merger in exchange for a cash payment of $285,480.00 representing the difference between the exercise price of the option and $67.00 per share. All options not exercisable prior to the effective date of the merger became vested and fully exercisable on October 15, 2007 pursuant to the terms of the merger agreement.

	/s/ Daniel B. Nunn, Jr., Attorney in fact for John D. Baker II	11/20/2007
	** Signature of Reporting Person	Date
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