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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Landmark Infrastructure Partners LP [ LMRK ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/15/2017 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | ||||||
Common Units (Limited Partner Interests) | 02/15/2017 | J(1) | 212,582 | D | $0.00(1) | 41,227 | I(2) | By Landmark Dividend Holdings LLC | ||
Common Units (Limited Partner Interests) | 02/15/2017 | J(1) | 170,444(1) | A | $0.00(1) | 170,444 | I(2) | By AIM Landmark Holdings LLC | ||
Common Units (Limited Partner Interests) | 02/15/2017 | J(3) | 170,444(3) | D | $0.00(3) | 0 | I(2) | By AIM Landmark Holdings LLC | ||
Common Units (Limited Partner Interests) | 55,097(2) | I(2) | By Landmark Z-Unit Holdings LLC |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. On February 15, 2017, Landmark Dividend Holdings LLC ("Landmark Holdings") effected a pro-rata in kind distribution of 212,582 common units representing limited partner interests in the Issuer (the "Common Units") without consideration to its members, including AIM Landmark Holdings LLC ("AIM Landmark") and AIM Landmark Holdings II LLC ("AIM Landmark II"), a wholly-owned subsidiary of AIM Landmark, which received 111,842 Common Units and 58,602 Common Units, respectively. |
2. This Form 4 is filed jointly by Landmark Dividend LLC ("Landmark Dividend"), Landmark Holdings, AIM Landmark and AIM Universal Holdings, LLC ("AIM"). Landmark Dividend is indirectly owned and managed by Landmark Holdings. Landmark Z-Unit Holdings LLC ("Z-Unit") is directly owned and managed by Landmark Holdings. AIM Landmark, through a wholly-owned subsidiary, holds a majority of the ownership interests in Landmark Holdings and is entitled to elect the majority of the members of the board of managers of Landmark Holdings. AIM Landmark is controlled by AIM. Each of AIM, AIM Landmark and Landmark Holdings may be deemed to indirectly beneficially own the securities held by Landmark Dividend and Z-Unit, but disclaim beneficial ownership except to the extent of their respective pecuniary interests therein. |
3. Immediately following the effectiveness of the distribution described in footnote (1), AIM Landmark II distributed 58,602 Common Units without consideration to AIM Landmark and, immediately thereafter, AIM Landmark effected a pro-rata in kind distribution of 170,444 Common Units without consideration to its members. |
AIM Universal Holdings, LLC By: /s/ Matthew P. Carbone Managing Member | 02/17/2017 | |
AIM Landmark Holdings, LLC By: /s/ Matthew P. Carbone Managing Member of AIM Universal Holdings, LLC, the sole manager of AIM Landmark Holdings, LLC | 02/17/2017 | |
Landmark Dividend Holdings LLC By: /s/ Arthur P. Brazy, Jr. Chief Executive Officer | 02/17/2017 | |
Landmark Dividend LLC By: /s/ Arthur P. Brazy, Jr. Chief Executive Officer of Landmark Dividend Holdings LLC, managing member of Landmark Dividend Holdings II LLC, the sole member of Landmark Dividend LLC | 02/17/2017 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |