SEC Form 4 · accession 0001398344-19-002132
BOSTON OMAHA Corp · BOC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Boulderado Partners, LLC
10% Owner
Boulderado Capital, LLC
10% Owner
Alexander Buffett Rozek
Officer — Co-Chief Executive Officer · Director · 10% Owner
BOULDERADO BOC, LP
10% Owner
Period of report
Jan 15, 2019
Accepted (ET)
Feb 5, 2019 · 9:06 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 shareF2,F3,F4,F5,F6 | Jan 15, 2019 | J | 485,169 | $0.00 | D | 4,261,453 | D | |
| Class A common stock, par value $0.001 per shareF8,F9,F5,F6,F10 | Feb 1, 2019 | J | 3,234,020 | $0.00 | D | 1,354,328 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Boulderado Partners, LLC ("BP") made a distribution to certain limited partners of an aggregate of 485,169 shares of the Issuer's Class A common stock.
- F10The reported shares are directly owned by BP and the Trust. BC is the managing member of BP. BG is the investment manager of BP. Alex B. Rozek is the managing member of BC and BG. BC, BG and Mr. Rozek may each exercise voting and dispositive power over the Common Stock held by BP and the Trust, and, as a result, may be deemed to be indirect beneficial owners of shares of Common Stock held by BP and the Trust.
- F2On January 15, 2019, BP distributed to certain of its limited partner investors 485,169 shares of the Issuer's Class A common stock. As a result of the distribution, (1) BP is no longer deemed a beneficial owner of such distributed shares and, accordingly, the number of shares reported by BP is reduced by 485,169 (with a corresponding decrease in the number of shares beneficially owned by Boulderado Capital, LLC ("BC"), as the managing member of BP, Bouderado Group, LLC ("BG"), as the investment manager of BP and Alex Rozek, as the managing member of BC and BG); (collectively the "BP Distributed Shares").
- F3This total includes 3,681,679 shares of Class A common stock, 527,780 shares of Class B common stock, and 51,994 Class B warrants. The Class B warrants can be exercised for Class B common stock, and all Class B common stock is convertible into shares of Class A common stock on a one-to-one basis under certain circumstances. BP may be deemed the beneficial owner of 746,155 shares of Common Stock that it holds. Alex B. Rozek may be deemed the beneficial owner of 281,278 shares of Common Stock held for a trust of which Mr. Rozek is the trustee and over which he has voting power. Boulderado BOC, LP ("BBOC") may be deemed the beneficial owner of 3,234,020 shares of Common Stock that it holds.
- F4The reported shares are directly owned by BP, BBOC and a trust of which Mr. Rozek is the trustee and over which he has voting power (the "Trust"). BC is the managing member of BP. BG is the investment manager of BP. BG is the general partner and investment manager of BBOC. Alex B. Rozek is the managing member of BC and BG. BC, BG and Mr. Rozek may each exercise voting and dispositive power over the Common Stock held by BP, BBOC and the Trust, and, as a result, may be deemed to be indirect beneficial owners of shares of Common Stock held by BP, BBOC and the Trust.
- F5BC, BG and Mr. Rozek 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.
- F6Mr. Rozek serves as a director of the Issuer, and as the co-chief executive officer of the Issuer.
- F7BBOC made a distribution to certain limited partners of an aggregate of 3,234,020 shares of the Issuer's Class A common stock, representing all shares of the Issuer's Common Stock held by BBOC.
- F8On February 1, 2019, BBOC distributed to certain of its limited partner investors 3,234,020 shares of the Issuer's Class A common stock. Of the 3,234,020 shares of Class A common stock so distributed, 326,895 shares of Class A common stock were distributed to BG as the general partner of BBOC and BG immediately contributed such shares to be held by BP on its behalf. These distributions were the result of BP, BBOC, BG and BC returning all outside capital to investors and continuing operations to manage family investments only. As a result of these transactions, (1) BBOC is no longer deemed to be a beneficial owner of such distributed shares of Common Stock, (2) the number of shares held by BP has increased by 326,895, and (3) the amount of securities beneficially owned by all reporting persons has decreased from 4,261,353 to 1,354,328 shares of Common Stock of the Issuer.
- F9This total includes 774,554 shares of Class A common stock, 527,780 shares of Class B common stock and 51,994 Class B warrants. The Class B warrants can be exercised for Class B common stock, and all Class B common stock is convertible into shares of Class A common stock on a one-to-one basis under certain circumstances. BP may be deemed the beneficial owner of 1,073,050 shares of Common Stock that it holds. Alex B. Rozek may be deemed the beneficial owner of 281,278 shares of Common Stock held for the Trust.