SEC Form 4 · accession 0001527265-18-000001
BOSTON OMAHA Corp · BOC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Boulderado Partners, LLC
10% Owner
Boulderado Group, LLC
10% Owner
Boulderado Capital, LLC
10% Owner
Alexander Buffett Rozek
Officer — Co-Chief Executive Officer · Director · 10% Owner
Period of report
Mar 1, 2018
Accepted (ET)
Mar 6, 2018 · 3:30 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 shareF1,F2,F3,F4,F5 | Mar 1, 2018 | P | 1,650,000 | $23.30 | A | 3,431,020 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Pursuant to that certain Class A Common Stock Purchase Agreement, dated February 22, 2018, by and among the Issuer, Magnolia BOC I, LP, and Magnolia BOC II, LP, and Boulderado BOC, LP (the "Purchase Agreement"), a copy of which was included in the Issuer's 8-K filed February 26, 2018, Boulderado BOC, LP agreed to purchase 3,218,884 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 Boulderado BOC, LP purchased 1,650,000 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.
- F2This total includes 2,850,462 shares of Class A common stock, 527,780 shares of Class B common stock, and 52,778 Class B warrants. The Class B common stock and warrant stock is convertible at any time, at the holders election and for no additional consideration, into shares of Class A common stock on a one-on-one basis. Boulderado Partners, LLC may be deemed the beneficial owner of 1,499,742 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 may be deemed the beneficial owner of 1,650,000 shares of Common Stock that it holds.
- F3The reported shares are directly owned by the Boulderado Partners, LLC, (BP), Boulderado BOC, LP, (BBOC), and a trust of which Mr. Rozek is the trustee and over which he has voting power (the Trust). Boulderado Capital, LLC (BC) is the managing member of BP. Boulderado Group, LLC (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.
- F4BC, 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.
- F5Mr. Rozek serves as a director of the Issuer, and as the co-chief executive officer of the Issuer.