SEC Form 4/A · accession 0001398344-18-003629
BOSTON OMAHA Corp · BOC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
This is an amendment (Form 4/A). It replaces an earlier filing for the same period.
Reporting owners
MAGNOLIA CAPITAL FUND, LP
10% Owner
MAGNOLIA GROUP, LLC
10% Owner
Adam K Peterson
Officer — Co-Chief Executive Officer · Director · 10% Owner
Period of report
Mar 1, 2018
Accepted (ET)
Mar 6, 2018 · 2:48 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001494582
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common Stock, par value $0.001 per shareF4,F6,F5,F1,F2,F3 | Mar 1, 2018 | P | 1,650,000 | $23.30 | A | 9,585,719 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1The reported shares are directly owned by the Magnolia Capital Fund ("MCF"), Magnolia BOC I, LP ("BOC I"), and Magnolia BOC II, LP ("BOC II"), of which The Magnolia Group, LLC ("TMG") is the general partner and investment manager. Adam K. Peterson ("Mr. Peterson") is the managing member of TMG. TMG and Mr. Peterson could both be deemed to share indirect beneficial ownership of the shares reported herein.
- F2TMG and Mr. Peterson disclaim beneficial ownership except to the extent of their respective pecuniary interests therein, and this report shall not be deemed an admission of beneficial ownership of these securities for Section 16 or for any other purposes.
- F3Mr. Peterson serves as a director of the Issuer, and as the co-chief executive officer of the issuer.
- F4Pursuant to that certain Class A Common Stock Purchase Agreement, dated February 22, 2018, by and among the Issuer, BOC I, BOC II, and Boulderado BOC, LP (the "Purchase Agreement"), a copy of which was included in the Issuer's 8-K filed February 26, 2018, BOC I agreed to purchase 1,888,412 shares of the Common Stock and BOC II agreed to purchase 1,330,472 shares of the Common Stock. The purchase and sale of the Common Stock pursuant to the Purchase Agreement was structured in two separate closings. The transaction reported herein represents the first closing by which BOC I purchased 968,000 shares of the Common Stock and BOC II purchased 682,000 shares of the Common Stock. The issuance of shares of Common Stock at the first closing under the Purchase Agreement was approved by NASDAQ on March 1, 2018. The second closing under the Purchase Agreement remains subject to certain closing conditions set forth therein.
- F5MCF may be deemed the beneficial owner of 7,935,719 shares of Common Stock that it holds. BOC I may be deemed the beneficial owner of 968,000 shares of Common Stock that it holds. BOC II may be deemed the beneficial owner of 682,000 shares of Common Stock that it holds.
- F6This Form 4 is filed as an amendment to the Form filed on March 5, 2018, in order to report the correct amount of shares acquired as a result of the transaction.