SEC Form 4
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*
MAGNOLIA CAPITAL FUND, LP

(Last) (First) (Middle)
1411 HARNEY ST., SUITE 200

(Street)
OMAHA NE 68102

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
BOSTON OMAHA Corp [ BOMN ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
06/16/2017
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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 A common stock, par value $0.001 per share 06/16/2017 P 3,461,538 A $13 7,935,719(4) D(1)(2)(3)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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*
MAGNOLIA CAPITAL FUND, LP

(Last) (First) (Middle)
1411 HARNEY ST., SUITE 200

(Street)
OMAHA NE 68102

(City) (State) (Zip)
1. Name and Address of Reporting Person*
MAGNOLIA GROUP, LLC

(Last) (First) (Middle)
1411 HARNEY STREET
SUITE 200

(Street)
OMAHA NE 68102

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Peterson Adam K

(Last) (First) (Middle)
1411 HARNEY STREET, SUITE 200

(Street)
OMAHA NE 68102

(City) (State) (Zip)
Explanation of Responses:
1. All of the reported shares are directly owned by Magnolia Capital Fund, LP, of which The Magnolia Group, LLC ("TMG") is the general partner and investment manager. Adam K. Peterson ("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.
2. TMG and Mr. Peterson 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.
3. Mr. Peterson serves as a director of the Issuer, and as the co-chief executive officer of the issuer.
4. As previously reported on the Reporting Persons' Form 3, the Reporting Persons beneficially owned 3,893,623 shares of common stock of the Issuer, 527,780 shares of Class A common stock of the Issuer, and 52,778 warrants to purchase the Issuer's Class A common stock. The Issuer subsequently designated its common stock as "Class A common stock" and its Class A common stock as "Class B common stock". Therefore, all prior references to common stock and Class A common stock on the Reporting Persons' Form 3 now refer to Class A common stock and Class B common stock, respectively. In addition, as reported on this Form 4, the Reporting Persons have purchased an additional 3,461,538 shares of Class A common stock.
/s/ Adam K. Peterson on behalf of the Magnolia Capital Fund, LP by its General Partner, The Magnolia Group, LLC 06/20/2017
/s/ Adam K. Peterson, managing member on behalf of The Magnolia Group, LLC 06/20/2017
/s/ Adam K. Peterson 06/20/2017
** 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).
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