FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
BOSTON OMAHA Corp [ BOC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/09/2024 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Class B common stock, par value $0.001 per share | 05/09/2024 | J(1) | 120,000 | D | $0 | 789,774(2) | D(3)(4)(5) | |||
Class A common stock, par value $0.001 per share | 05/09/2024 | J(6) | 210,000 | D | $15.63(9) | 579,774(6) | D(3)(4)(5) | |||
Class B common stock, par value $0.001 per share | 05/09/2024 | J(7) | 527,780 | D | $15.63(9) | 51,994(7) | D(3)(4)(5) | |||
Warrants to Purchase Class B common stock, par value $0.001 | 05/09/2024 | J(8) | 51,994 | D | $15.63(9) | 0(8) | D(3)(4)(5) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. On May 9, 2024, Boulderado Partners, LLC ("BP") redeemed interests of BP held by Alexander B. Rozek, in consideration of the distribution to Mr. Rozek of the shares of Class B common stock of the Issuer. BP, BC and BG disclaim beneficial ownership over such shares held by Mr. Rozek. |
2. This is comprised of the 120,000 shares of Class B Common stock of the Issuer held by Mr. Rozek after the reported transaction and the fact that BP may be the beneficial owner of 669,774 shares of Common Stock that it holds (comprised of 407,780 shares of Class B Common Stock, 210,000 shares of Class A Common Stock and 51,994 Warrants to purchase Class B Common stock of the Issuer). |
3. Boulderado Capital, LLC ("BC"), Boulderado Group, LLC ("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. |
4. Mr. Rozek previously served as a director of the Issuer and was the Co-Chief Executive Officer and Co-President of the Issuer. |
5. The reported shares are directly owned by BP, other than the shares distributed to Mr. Rozek as described in footnote (1). BC is the managing member of BP. BG is the investment manager of BP. Mr. Rozek is the managing member of BP, BC and BG. BP, BC, 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. |
6. On May 9, 2024, BP sold all owned shares of Class A Common stock of the Issuer to the Issuer. |
7. On May 9, 2024 BP and Mr. Rozek sold all owned shares of Class B Common stock of the Issuer to the Issuer. |
8. On May 9, 2024 BP sold all owned Warrants to purchase Class B Common Stock of the Issuer to the Issuer. As a result, of this transaction and the transactions referenced above, none of Mr. Rozek, BP, BC or BG has any beneficial ownership of any securities of the Issuer. |
9. The aggregate purchase price payable to Mr. Rozek is $9,175,600 and the aggregate purchase price payable to BP is $9,951,113.62. This was based on the 30-day Volume Weighted Average Price of the shares of Class A Common stock of the Issuer measured two trading days before the sale. Part of the consideration payable to Mr. Rozek for his shares of Class B Common Stock includes a blocking/control premium of $7,300,000 which was determined using a valuation provided by The Brattle Group, a firm specializing in valuations of equity instruments. |
/s/ Alexander B. Rozek | 05/13/2024 | |
/s/ Alexander B. Rozek on behalf of Boulderado Group, LLC, as its managing member | 05/13/2024 | |
/s/ Alexander B. Rozek on behalf of Boulderado Partners, LLC, as Managing Member of Boulderado Capital, LLC, its managing member | 05/13/2024 | |
/s/ Alexander B. Rozek on behalf of Boulderado Capital, LLC, as its managing member | 05/13/2024 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |