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) 11/19/2015 | ||||||||||||||||||||||||||
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) | 11/19/2015 | A | 13,992(2)(3) | A | (2)(3) | 13,992(2)(3) | I(1) | By Holdings | ||
COMMON UNITS (LIMITED PARTNER INTERESTS) | 11/19/2015 | J(2)(3) | 13,992(2)(3) | D | (2)(3) | 0(2)(3) | I(1) | By Holdings | ||
COMMON UNITS (LIMITED PARTNER INTERESTS) | 11/19/2015 | A | 283,686(2)(3) | A | (2)(3) | 283,686(2)(3) | I | By Z-Unit | ||
COMMON UNITS (LIMITED PARTNER INTERESTS) | 11/19/2015 | A | 56,852(2)(3) | A | (2)(3) | 228,589(2)(3) | I | By Landmark Dividend |
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. This Form 4 is filed jointly by Landmark Dividend LLC ("Landmark Dividend"), Landmark Dividend Holdings LLC ("Holdings"), AIM Landmark Holdings, LLC ("AIM Landmark") and AIM Universal Holdings, LLC ("AIM"). Landmark Dividend is indirectly owned and managed by Holdings. Landmark Z-Unit Holdings LLC ("Z-Unit"), is directly owned and managed by Holdings. AIM Landmark, through a wholly-owned subsidiary, holds a majority of the ownership interests in Holdings and is entitled to elect the majority of the members of the board of managers of Holdings. AIM Landmark is controlled by AIM. Each of AIM, AIM Landmark and 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. |
2. On November 19, 2015, (a) Landmark Dividend Growth Fund - C LLC ("Fund C") sold 100% of the membership interests in LD Acquisition Company 8 LLC to the Issuer in exchange for 847,260 common units and cash, (b) Landmark Dividend Growth Fund - F LLC ("Fund F") sold 100% of the membership interests in LD Acquisition Company 10 LLC to the Issuer in exchange for 1,266,317 common units and cash, and (c) each of Fund C and Fund F wound up its affairs, liquidated and distributed all of its assets to its direct and indirect members as required by its limited liability company agreement (the "Transactions"). Landmark Dividend, through its wholly-owned subsidiary, is the managing member of Fund C and Fund F and therefore the reporting persons may be deemed to have indirect beneficial ownership over the securities held by Fund C and Fund F, but only to the extent of their respective pecuniary interest therein. Continued in Footnote 3 |
3. Continued from Footnote 2. As a result of the Transactions: (i) Holdings received 13,992 common units representing a portion of its pecuniary interest in the securities distributed by Fund C and Fund F in the Transactions and immediately distributed such common units to certain of its limited partners on account of certain Z-Units of Holdings; (ii) Z-Unit received 283,686 common units representing Holdings' remaining pecuniary interest in the securities distributed by Fund C and Fund F in the Transactions, to be held for future distribution to the remaining limited partners of Holdings in accordance with the terms of the Holdings limited liability company agreement; and (iii) Landmark Dividend received 56,852 common units. |
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 | 11/23/2015 | |
Landmark Dividend Holdings LLC; By: /s/ Arthur P. Brazy, Jr., Chief Executive Officer | 11/23/2015 | |
AIM Landmark Holdings, LLC; By: /s/ Matthew P. Carbone, Managing Member of AIM Universal Holdings, LLC, the sole manager of AIM Landmark Holdings, LLC | 11/23/2015 | |
AIM Universal Holdings, LLC; By: /s/ Matthew P. Carbone, Managing Member | 11/23/2015 | |
** 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. |