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): July 5, 2019

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.)

400 Continental Blvd., Suite 500

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Units, Representing Limited Partner Interests	LMRK	NASDAQ Global Market
8.0% Series A Cumulative Redeemable Preferred Units, $25.00 par value	LMRKP	NASDAQ Global Market
7.9% Series B Cumulative Redeemable Preferred Units, $25.00 par value	LMRKO	NASDAQ Global Market
Series C Floating-to-Fixed Rate Cumulative Redeemable Perpetual Convertible Preferred Units, $25.00 par value	LMRKN	NASDAQ Global Market

Indicate by check mark whether the registrant is an emerging growth company 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 5, 2019, Nandit Gandhi resigned as a member of the Board of Directors (the “Board”), of Landmark Infrastructure Partners GP LLC, the general partner of Landmark Infrastructure Partners LP (the “Partnership”), effective July 5, 2019. Mr. Gandhi’s resignation was not the result of any disagreement or any matter relating to the Partnership’s operations, policies or practices. Mr. Gandhi served as director of the Partnership’s general partner since January 2016.

Item 7.01 Regulation FD Disclosure

On July 5, 2019, the Partnership issued a press release announcing the resignation of Mr. Gandhi. A copy of the press release is attached hereto as Exhibit 99.1.

The information furnished pursuant to this Item 7.01, including Exhibit 99.1 hereto, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in Item 7.01 of this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, except as otherwise expressly stated in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit
Number	Description
99.1	Landmark Infrastructure Partners LP Press Release, dated July 5, 2019.

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: July 5, 2019	By:	/s/ George P. Doyle
	Name:	George P. Doyle
	Title:	Chief Financial Officer and Treasurer

EX-99.1

Exhibit 99.1

Landmark Infrastructure Partners LP Announces Departure of Board Member Nandit Gandhi

EL SEGUNDO, California, July 5, 2019 (GLOBE NEWSWIRE) – Landmark Infrastructure Partners LP (the “Partnership”, “Landmark”) (NASDAQ: LMRK) today announced the departure of Nandit Gandhi from the Board of Directors (the “Board”) of Landmark Infrastructure Partners GP LLC, the Partnership’s general partner.  Mr. Gandhi has served as a member of the Board since January 2016 and is stepping down to increase his focus on new professional endeavors.

“We would like to thank Nandit for his many contributions to the success of Landmark,” said Tim Brazy, Chief Executive Officer of the Partnership’s general partner.  “During his tenure at Landmark, we have benefited from his extensive operations and financial expertise, as well as his leadership and guidance.  We are grateful for his service, and I am joined by the other directors in wishing him well in his future endeavors.”

About Landmark Infrastructure Partners LP

The Partnership owns and manages a portfolio of real property interests and infrastructure assets that the Partnership leases to companies in the wireless communication, outdoor advertising and renewable power generation industries. 

CONTACT: Marcelo Choi Vice President, Investor Relations (213) 788-4528 ir@landmarkmlp.com