8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): June 24, 2016

Landmark Infrastructure Partners LP

(Exact name of registrant as specified in its charter)

Delaware	001-36735	61-1742322
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation or organization)	File Number)	Identification No.)

2141 Rosecrans Avenue, Suite 2100

El Segundo, CA 90245
(Address of principal executive office) (Zip Code)

(310) 598-3173
(Registrants’ telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events.

Landmark Infrastructure Partners LP is filing as Exhibit 12.1 to this Current Report on Form 8-K a Statement Regarding Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Distributions, which includes the calculation of its historical ratio of earnings to combined fixed charges and preferred distributions for the three months ended March 31, 2016 and the years ended December 31, 2015, 2014, 2013 and 2012.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit
Number	Description
12.1	Statement Regarding Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Distributions.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Landmark Infrastructure Partners LP
	By:	Landmark Infrastructure Partners GP LLC,
		its general partner
Dated: June 24,  2016	By:	/s/ George P. Doyle
		Name:	George P. Doyle
		Title:	Chief Financial Officer and Treasurer

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EXHIBIT INDEX

Exhibit
Number	Description
12.1	Statement Regarding Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Distributions.

4

EX-12.1

Exhibit 12.1

Landmark Infrastructure Partners LP

Ratio of Earnings to Combined Fixed Charges and Preferred Distributions

	Landmark Infrastructure Partners LP (3)								Predecessor to Landmark Infrastructure Partners LP (3)
							Period From		Period From
	Three Months Ended		Year Ended		Year Ended		November 19, 2014 to		January 1, 2014 to		Year Ended		Year Ended
	March 31, 2016		December 31, 2015		December 31, 2014		December 31, 2014		November 19, 2014		December 31, 2013		December 31, 2012
Earnings:(1)
Income before income taxes	$	(427,626)	$	(434,080)	$	2,860,628	$	(2,698,348)	$	5,558,976	$	5,647,830	$	1,082,382
Add (deduct):
Fixed charges		2,347,491		8,398,089		7,831,847		360,689		7,471,158		5,406,753		1,957,834
Capitalized interest		—		—		—		—		—		—		—
Total earnings	$	1,919,865	$	7,964,009	$	10,692,475	$	(2,337,659)	$	13,030,134	$	11,054,583	$	3,040,216
Fixed charges:(1)
Interest expense	$	2,347,491	$	8,398,089	$	7,831,847	$	360,689	$	7,471,158	$	5,406,753	$	1,957,834
Capitalized interest		—		—		—		—		—		—		—
Estimate of interest within rental expense		—		—		—		—		—		—		—
Total fixed charges	$	2,347,491	$	8,398,089	$	7,831,847	$	360,689	$	7,471,158	$	5,406,753	$	1,957,834
Ratio of Earnings to Fixed Charges		—  (2)		—  (2)		1.37x		—  (2)		1.74x		2.04x		1.55x
Ratio of Earnings to Fixed Charges and Preferred Distributions (4)		—  (2)		—  (2)		1.37x		—  (2)		1.74x		2.04x		1.55x

(1) For purposes of this presentation, earnings represent income before income taxes adjusted for fixed charges and capitalized interest. Fixed charges consist of interest expensed and capitalized, amortization of deferred loan costs and estimate of interest in rent expense.

(2) Earnings were inadequate to cover fixed charges by $0.4 million, $0.4 million and $2.7 million for the three months ended March 31, 2016, for the year ended December 31, 2015 and for the period from November 19, 2014 to December 31, 2014, respectively.

(3) Prior-period financial information has been retroactively adjusted for certain assets acquired during the year ended December 31, 2015. For further information, see the financial statements and the accompanying notes and other information included in the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2015 filed with the Securities and Exchange Commission on February 16, 2016.

(4) The Ratio of Earning to Fixed Charges and Preferred Distributions was equal to the Ratio of Earning to Fixed Charges for the periods presented because no Series A Preferred Units were issued prior to March 31, 2016.