0001564590-17-008125.txt : 20170502 0001564590-17-008125.hdr.sgml : 20170502 20170502163038 ACCESSION NUMBER: 0001564590-17-008125 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170428 ITEM INFORMATION: Completion of Acquisition or Disposition of Assets ITEM INFORMATION: Unregistered Sales of Equity Securities FILED AS OF DATE: 20170502 DATE AS OF CHANGE: 20170502 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Landmark Infrastructure Partners LP CENTRAL INDEX KEY: 0001615346 STANDARD INDUSTRIAL CLASSIFICATION: LESSORS OF REAL PROPERTY, NEC [6519] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-36735 FILM NUMBER: 17805475 BUSINESS ADDRESS: STREET 1: 2141 ROSECRANS AVENUE, SUITE 2100 STREET 2: PO BOX 3429 CITY: EL SEGUNDO STATE: CA ZIP: 90245 BUSINESS PHONE: 310-294-8160 MAIL ADDRESS: STREET 1: 2141 ROSECRANS AVENUE, SUITE 2100 STREET 2: PO BOX 3429 CITY: EL SEGUNDO STATE: CA ZIP: 90245 8-K 1 lmrk-8k_20170428.htm 8-K lmrk-8k_20170428.htm

 

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): April 28, 2017

 

 

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:

 

☐

 

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))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

 

 

Item 2.01 Completion of Acquisition or Disposition of Assets.

 

On April 28, 2017, Landmark Infrastructure Partners LP (the “Partnership”) satisfied certain post-closing contractual obligations relating to the previously announced acquisition of assets from Landmark Dividend Growth Fund G – LLC (“Fund G”), as disclosed on the Partnership’s Current Report on Form 8-K filed on September 2, 2016.  In connection with the fulfillment of the contractual obligations, the Partnership acquired two additional tenant sites and related real property interests in exchange for $11.3 million in additional consideration, paid in the form of 221,729 of the Partnership’s Common Units issued to Landmark Dividend LLC (“Landmark”), an affiliate of Fund G.

 

Item 3.02 Unregistered Sales of Equity Securities.

 

The information set forth in Item 2.01 is incorporated herein by reference. On April 28, 2017, the Partnership issued 221,729 Common Units to Landmark in private transactions exempt from registration under Section 4(a)(2) of the Securities Act.  

 

 

 

 

 

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: May 2, 2017

By:

/s/ George P. Doyle

 

 

Name:  George P. Doyle

 

 

Title:  Chief Financial Officer and Treasurer