0001398344-18-009689.txt : 20180702 0001398344-18-009689.hdr.sgml : 20180702 20180702165456 ACCESSION NUMBER: 0001398344-18-009689 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180331 FILED AS OF DATE: 20180702 DATE AS OF CHANGE: 20180702 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Peterson Adam K CENTRAL INDEX KEY: 0001667769 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38113 FILM NUMBER: 18933447 MAIL ADDRESS: STREET 1: 1411 HARNEY STREET, SUITE 200 CITY: OMAHA STATE: NE ZIP: 68102 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MAGNOLIA CAPITAL FUND, LP CENTRAL INDEX KEY: 0001618333 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38113 FILM NUMBER: 18933448 BUSINESS ADDRESS: STREET 1: 1411 HARNEY ST., SUITE 200 CITY: OMAHA STATE: NE ZIP: 68102 BUSINESS PHONE: 402-509-8456 MAIL ADDRESS: STREET 1: 1411 HARNEY ST., SUITE 200 CITY: OMAHA STATE: NE ZIP: 68102 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MAGNOLIA GROUP, LLC CENTRAL INDEX KEY: 0001618376 STATE OF INCORPORATION: OK FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38113 FILM NUMBER: 18933449 BUSINESS ADDRESS: STREET 1: 1411 HARNEY STREET STREET 2: SUITE 200 CITY: OMAHA STATE: NE ZIP: 68102 BUSINESS PHONE: 918-796-3158 MAIL ADDRESS: STREET 1: 1411 HARNEY STREET STREET 2: SUITE 200 CITY: OMAHA STATE: NE ZIP: 68102 FORMER NAME: FORMER CONFORMED NAME: MAGNOLIA GROUP LLC DATE OF NAME CHANGE: 20140902 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MAGNOLIA BOC I, LP CENTRAL INDEX KEY: 0001732690 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38113 FILM NUMBER: 18933450 BUSINESS ADDRESS: STREET 1: 1411 HARNEY ST. STREET 2: SUITE 200 CITY: OMAHA STATE: NE ZIP: 68102 BUSINESS PHONE: 402-509-8456 MAIL ADDRESS: STREET 1: 1411 HARNEY ST. STREET 2: SUITE 200 CITY: OMAHA STATE: NE ZIP: 68102 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: BOSTON OMAHA Corp CENTRAL INDEX KEY: 0001494582 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE OPERATORS (NO DEVELOPERS) & LESSORS [6510] IRS NUMBER: 270788438 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1411 HARNEY ST. STREET 2: SUITE 200 CITY: OMAHA STATE: NE ZIP: 68102 BUSINESS PHONE: 857-256-0079 MAIL ADDRESS: STREET 1: 1411 HARNEY ST. STREET 2: SUITE 200 CITY: OMAHA STATE: NE ZIP: 68102 FORMER COMPANY: FORMER CONFORMED NAME: REO PLUS, INC. DATE OF NAME CHANGE: 20100618 4 1 fp0034171_4.xml X0306 4 2018-03-31 0 0001494582 BOSTON OMAHA Corp BOMN 0001667769 Peterson Adam K 1411 HARNEY STREET, SUITE 200 OMAHA NE 68102 1 1 1 0 Co-Chief Executive Officer 0001618333 MAGNOLIA CAPITAL FUND, LP 1411 HARNEY ST., SUITE 200 OMAHA NE 68102 0 0 1 0 0001618376 MAGNOLIA GROUP, LLC 1411 HARNEY STREET SUITE 200 OMAHA NE 68102 0 0 1 0 0001732690 MAGNOLIA BOC I, LP 1411 HARNEY ST. SUITE 200 OMAHA NE 68102 0 0 1 0 Class A Common Stock, par value $0.001 per share 2018-03-31 4 J 0 146338 0 D 11008265 D Class A Common Stock, par value $0.001 per share 2018-04-30 4 J 0 146327 0 D 10861938 D Class A Common Stock, par value $0.001 per share 2018-06-30 4 J 0 3247382 0 D 7614556 D The reported shares are directly owned by Adam K. Peterson ("Mr. Peterson"), The Magnolia Group, LLC ("TMG"), Magnolia Capital Fund ("MCF"), Magnolia BOC I, LP ("BOC I"), and Magnolia BOC II, LP ("BOC II"). TMG is the general partner and investment manager of MCG, BOC I, and BOC II. 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 for those reporting persons. TMG and Mr. Peterson disclaim beneficial ownership with respect to the shares reported indirectly 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. Mr. Peterson serves as a director of the Issuer, and as the co-chief executive officer of the issuer. MCF distributed in-kind to a limited partner 146,338 shares of the Issuer's Common Stock on March 31, 2018. MCF distributed in-kind to a limited partner 146,327 shares of the Issuer's Common Stock on April 30, 2018. MCF distributed in-kind to its general partner and limited partner investors 7,062,496 shares of the Issuer's Common Stock on June 30, 2018. As a result of the distribution: (1) MCF is no longer deemed a beneficial owner of such distributed shares and, accordingly, the number of shares reported by MCF is decreased by 7,062,496 (with a corresponding decrease in the number of shares beneficially owned by TMG, as the general partner of MCF, and Adam Peterson, as the managing member of TMG); (collectively, the "BOC Shares"); Continued in Footnote 7. (2) TMG and certain limited partners of MCF contributed a portion of such shares to BOC I and BOC II, causing BOC I to increase its beneficial ownership by an additional 2,894,120 shares of Common Stock and BOC II to increase its beneficial ownership by an additional 739,856 shares of Common Stock (with a corresponding increase in the number of shares beneficially owned by TMG, as the general partner of BOC I and BOC II), and Adam Peterson, as the managing member of TMG) (3) TMG received 93,176 shares of Common Stock to be held in its own name (the "TMG Shares"); and (4) Adam Peterson received an additional 87,962 shares of Common Stock to be held in his own name (the "AP Shares"). MCF may be deemed the beneficial owner of 580,558 shares of Common Stock that it holds. BOC I may be deemed the beneficial owner of 4,777,532 shares of Common Stock that it holds. BOC II may be deemed the beneficial owner of 2,065,328 shares of Common Stock that it holds. TMG may be deemed the beneficial owner of 7,526,594 shares of Common Stock including the 93,176 shares of Common Stock that it holds directly. Adam Peterson may be deemed the beneficial owner of 7,614,556 shares of Common Stock including the 87,962 shares of Common Stock that he holds directly and he holds interest in MCF, BOC I, BOC II, and TMG. MCF no longer beneficially owns 10% or more of the Issuer's Common Stock. /s/ Adam K. Peterson on behalf of Magnolia BOC I, LP, by its General Partner, The Magnolia Group LLC 2018-07-02 /s/ Adam K. Peterson on behalf of Magnolia BOC II, LP by its General Partner The Magnolia Group, LLC 2018-07-02 /s/ Adam K. Peterson, managing member on behalf of The Magnolia Group, LLC 2018-07-02 /s/ Adam K. Peterson 2018-07-02