SEC Form 4 · accession 0001179110-15-015353
Landmark Infrastructure Partners LP · LMRK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
AIM Universal Holdings, LLC
Director · 10% Owner
Landmark Dividend Holdings LLC
Director · 10% Owner
AIM LANDMARK HOLDINGS, LLC
Director · 10% Owner
LANDMARK DIVIDEND LLC
Director · 10% Owner
Period of report
Nov 19, 2015
Accepted (ET)
Nov 23, 2015 · 6:40 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001615346
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| COMMON UNITS (LIMITED PARTNER INTERESTS)F2,F3,F1 | Nov 19, 2015 | A | 13,992 | — | A | 13,992 | I | By Holdings |
| COMMON UNITS (LIMITED PARTNER INTERESTS)F2,F3,F1 | Nov 19, 2015 | J | 13,992 | — | D | 0 | I | By Holdings |
| COMMON UNITS (LIMITED PARTNER INTERESTS)F2,F3 | Nov 19, 2015 | A | 283,686 | — | A | 283,686 | I | By Z-Unit |
| COMMON UNITS (LIMITED PARTNER INTERESTS)F2,F3 | Nov 19, 2015 | A | 56,852 | — | A | 228,589 | I | By Landmark Dividend |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1This Form 4 is filed jointly by Landmark Dividend LLC ("Landmark Dividend"), Landmark Dividend Holdings LLC ("Holdings"), AIM Landmark Holdings, LLC ("AIM Landmark") and AIM Universal Holdings, LLC ("AIM"). Landmark Dividend is indirectly owned and managed by Holdings. Landmark Z-Unit Holdings LLC ("Z-Unit"), is directly owned and managed by Holdings. AIM Landmark, through a wholly-owned subsidiary, holds a majority of the ownership interests in Holdings and is entitled to elect the majority of the members of the board of managers of Holdings. AIM Landmark is controlled by AIM. Each of AIM, AIM Landmark and Holdings may be deemed to indirectly beneficially own the securities held by Landmark Dividend and Z-Unit, but disclaim beneficial ownership except to the extent of their respective pecuniary interests therein.
- F2On November 19, 2015, (a) Landmark Dividend Growth Fund - C LLC ("Fund C") sold 100% of the membership interests in LD Acquisition Company 8 LLC to the Issuer in exchange for 847,260 common units and cash, (b) Landmark Dividend Growth Fund - F LLC ("Fund F") sold 100% of the membership interests in LD Acquisition Company 10 LLC to the Issuer in exchange for 1,266,317 common units and cash, and (c) each of Fund C and Fund F wound up its affairs, liquidated and distributed all of its assets to its direct and indirect members as required by its limited liability company agreement (the "Transactions"). Landmark Dividend, through its wholly-owned subsidiary, is the managing member of Fund C and Fund F and therefore the reporting persons may be deemed to have indirect beneficial ownership over the securities held by Fund C and Fund F, but only to the extent of their respective pecuniary interest therein. Continued in Footnote 3
- F3Continued from Footnote 2. As a result of the Transactions: (i) Holdings received 13,992 common units representing a portion of its pecuniary interest in the securities distributed by Fund C and Fund F in the Transactions and immediately distributed such common units to certain of its limited partners on account of certain Z-Units of Holdings; (ii) Z-Unit received 283,686 common units representing Holdings' remaining pecuniary interest in the securities distributed by Fund C and Fund F in the Transactions, to be held for future distribution to the remaining limited partners of Holdings in accordance with the terms of the Holdings limited liability company agreement; and (iii) Landmark Dividend received 56,852 common units.