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*
Boulderado Group, LLC

(Last) (First) (Middle)
292 NEWBURY STREET
SUITE 333

(Street)
BOSTON MA 02115

(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)
03/01/2018
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 03/01/2018 P 1,650,000(1) A $23.3 3,431,020(2) D(3)(4)(5)
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*
Boulderado Group, LLC

(Last) (First) (Middle)
292 NEWBURY STREET
SUITE 333

(Street)
BOSTON MA 02115

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

(Last) (First) (Middle)
292 NEWBURY STREET
SUITE 333

(Street)
BOSTON MA 02115

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

(Last) (First) (Middle)
292 NEWBURY STREET
SUITE 333

(Street)
BOSTON MA 02115

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Rozek Alexander Buffett

(Last) (First) (Middle)
292 NEWBURY STREET
SUITE 333

(Street)
BOSTON MA 02115

(City) (State) (Zip)
Explanation of Responses:
1. Pursuant 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.
2. This 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.
3. The 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.
4. 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.
5. Mr. Rozek serves as a director of the Issuer, and as the co-chief executive officer of the Issuer.
/s/ Alexander B. Rozek on behalf of Boulderado Partners, LLC, as Managing Member of Boulderado Capital, LLC, its managing member 03/06/2018
/s/ Alexander B. Rozek on behalf of Boulderado Group, LLC, as its managing member 03/06/2018
/s/ Alexander B. Rozek on behalf of Boulderado Capital, LLC, as its managing member 03/06/2018
/s/ Alexander B. Rozek 03/06/2018
/s/ Alexander B. Rozek on behalf of Boulderado Partners, LLC, as Managing Member of Boulderado BOC, LP, its managing member 03/06/2018
** 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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