SEC Form 4 · accession 0001398344-18-009689
BOSTON OMAHA Corp · BOC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
MAGNOLIA CAPITAL FUND, LP
10% Owner
MAGNOLIA GROUP, LLC
10% Owner
Adam K Peterson
Officer — Co-Chief Executive Officer · Director · 10% Owner
MAGNOLIA BOC I, LP
10% Owner
Period of report
Mar 31, 2018
Accepted (ET)
Jul 2, 2018 · 4:54 pm EDT
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 shareF1,F2,F3 | Mar 31, 2018 | J | 146,338 | $0.00 | D | 11,008,265 | D | |
| Class A Common Stock, par value $0.001 per shareF1,F2,F3 | Apr 30, 2018 | J | 146,327 | $0.00 | D | 10,861,938 | D | |
| Class A Common Stock, par value $0.001 per shareF8,F9,F1,F2,F3 | Jun 30, 2018 | J | 3,247,382 | $0.00 | D | 7,614,556 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1The reported shares are directly owned by Adam K. Peterson ("Mr. Peterson"), The Magnolia Group, LLC ("TMG"), Magnolia Capital Fund ("MCF"), Magnolia BOC I, LP ("BOC I"), and Magnolia BOC II, LP ("BOC II"). TMG is the general partner and investment manager of MCG, BOC I, and BOC II. 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 for those reporting persons.
- F2TMG and Mr. Peterson disclaim beneficial ownership with respect to the shares reported indirectly 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.
- F4MCF distributed in-kind to a limited partner 146,338 shares of the Issuer's Common Stock on March 31, 2018.
- F5MCF distributed in-kind to a limited partner 146,327 shares of the Issuer's Common Stock on April 30, 2018.
- F6MCF distributed in-kind to its general partner and limited partner investors 7,062,496 shares of the Issuer's Common Stock on June 30, 2018. As a result of the distribution: (1) MCF is no longer deemed a beneficial owner of such distributed shares and, accordingly, the number of shares reported by MCF is decreased by 7,062,496 (with a corresponding decrease in the number of shares beneficially owned by TMG, as the general partner of MCF, and Adam Peterson, as the managing member of TMG); (collectively, the "BOC Shares"); Continued in Footnote 7.
- F7(2) TMG and certain limited partners of MCF contributed a portion of such shares to BOC I and BOC II, causing BOC I to increase its beneficial ownership by an additional 2,894,120 shares of Common Stock and BOC II to increase its beneficial ownership by an additional 739,856 shares of Common Stock (with a corresponding increase in the number of shares beneficially owned by TMG, as the general partner of BOC I and BOC II), and Adam Peterson, as the managing member of TMG) (3) TMG received 93,176 shares of Common Stock to be held in its own name (the "TMG Shares"); and (4) Adam Peterson received an additional 87,962 shares of Common Stock to be held in his own name (the "AP Shares").
- F8MCF may be deemed the beneficial owner of 580,558 shares of Common Stock that it holds. BOC I may be deemed the beneficial owner of 4,777,532 shares of Common Stock that it holds. BOC II may be deemed the beneficial owner of 2,065,328 shares of Common Stock that it holds. TMG may be deemed the beneficial owner of 7,526,594 shares of Common Stock including the 93,176 shares of Common Stock that it holds directly. Adam Peterson may be deemed the beneficial owner of 7,614,556 shares of Common Stock including the 87,962 shares of Common Stock that he holds directly and he holds interest in MCF, BOC I, BOC II, and TMG.
- F9MCF no longer beneficially owns 10% or more of the Issuer's Common Stock.