Boulderado Group, LLC - Schedule 13D - Filed by newsfilecorp.com

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 24.13d -1(a) AND
AMENDMENTS THERETO FILED PURSUANT TO § 240.13D -2(a)

Class A common stock, par value $0.001 per share
(Title of Class of Securities)

292 Newbury Street, Suite 333
Boston, Massachusetts 02115
(857) 342-3483
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d -1(e), 240.13d -1(f) or 240.13d -1(g), check the following box [X].

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d -7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

1	NAME OF REPORTING PERSONS
1	Boulderado Partners, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) [ ]
2		(b) [X]
3	SEC USE ONLY
3
4	SOURCE OF FUNDS
4	WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	[ ]
5
6	CITIZENSHIP OR PLACE OF ORGANIZATION
6	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER

		0
	8	SHARED VOTING POWER

		1,499,742*
	9	SOLE DISPOSITIVE POWER

		0
	10	SHARED DISPOSITIVE POWER

		1,499,742*

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11	1,499,742*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*	[ ]
12
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13	10.4%
14	TYPE OF REPORTING PERSON
14	OO

1	NAME OF REPORTING PERSONS
1	Boulderado Capital, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) [ ]
2		(b) [X]
3	SEC USE ONLY
3
4	SOURCE OF FUNDS
4	AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	[ ]
5
6	CITIZENSHIP OR PLACE OF ORGANIZATION
6	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER
		0
	8	SHARED VOTING POWER
		1,499,742*
	9	SOLE DISPOSITIVE POWER
		0
	10	SHARED DISPOSITIVE POWER
		1,499,742*

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11	1,499,742*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*	[ ]
12
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13	10.4%
14	TYPE OF REPORTING PERSON
14	HC

SCHEDULE 13D

CUSIP No. 101044105

Page 4 of 8 Pages

1	NAME OF REPORTING PERSONS
1	Boulderado Group, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) [ ]
2		(b) [X]
3	SEC USE ONLY
3
4	SOURCE OF FUNDS
4	AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	[ ]
5
6	CITIZENSHIP OR PLACE OF ORGANIZATION
6	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER
		0
	8	SHARED VOTING POWER
		1,499,742*
	9	SOLE DISPOSITIVE POWER
		0
	10	SHARED DISPOSITIVE POWER
		1,499,742*

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11	1,499,742*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*	[ ]
12
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13	10.4%
14	TYPE OF REPORTING PERSON
14	IA

This total includes 919,184 shares of Class A common stock, 527,780 shares of Class B common stock, and 52,778 Class B warrants. The Class B common stock and warrant stock is convertible at any time, at the holder’s election and for no additional consideration, into shares of Class A common stock on a one-on-one basis.

1	NAME OF REPORTING PERSONS
1	Alex B. Rozek
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) [ ]
2		(b) [X]
3	SEC USE ONLY
3
4	SOURCE OF FUNDS
4	AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	[ ]
5
6	CITIZENSHIP OR PLACE OF ORGANIZATION
6	United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER
		0
	8	SHARED VOTING POWER
		1,781,020**
	9	SOLE DISPOSITIVE POWER
		0
	10	SHARED DISPOSITIVE POWER
		1,781,020**

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11	1,781,020**
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*	[ ]
12
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13	12.4%
14	TYPE OF REPORTING PERSON
14	IN

This Amendment No. 1 to the Schedule 13D (this “Amendment No. 1”) amends and restates in its entirety the Schedule 13D dated June 16, 2017 and filed on June 26, 2017 (the “Original Schedule 13D” and, together with this Amendment No. 1, the “Schedule 13D”) by the Reporting Persons (as defined below).

This statement on Schedule 13D relates to shares of Class A common stock, par value $0.001 per share (the “Common Stock”) of Boston Omaha Corporation (the “Issuer”). The address of the principal executive office of the Issuer is 292 Newbury Street, Suite 333, Boston, Massachusetts 02115.

(a-c) This Schedule 13D is being jointly filed by Boulderado Partners, LLC (“BP”), Boulderado Capital, LLC (“BC”), Boulderado Group, LLC (“BG”), and Alex B. Rozek (each, a “Reporting Person” and, collectively, the “Reporting Persons”) with respect to shares of common stock of the Issuer (the “Common Stock”) owned directly by BP.

BC is the managing member of BP. BG is the investment manager of BP. Alex B. Rozek is the managing member of BC and BG. BC, BG, and Mr. Rozek may each exercise voting and dispositive power over the Common Stock held by BP and, as a result, may be deemed to be indirect beneficial owners of shares of Common Stock held by BP. Additionally, Mr. Rozek may exercise voting and dispositive power over the Common Stock held by a trust of which Mr. Rozek is the trustee and over which he has voting power. BC, BG, and Mr. Rozek disclaim beneficial ownership of the common stock.

The principal business address of each of the Reporting Persons is 292 Newbury Street, Suite 333 Boston, Massachusetts 02115.

(d) During the past five years, none of the Reporting Persons have been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) During the past five years, none the of Reporting Persons have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) BP, BC and BG are Delaware limited liability companies. Mr. Rozek is a U.S. citizen.

Consideration for the Class A and B Common Stock described in this Schedule 13D came from the working capital of BP. The Class A and B Common Stock was purchased at an aggregated price of $13,806,518.

The Reporting Persons purchased certain of the Common Stock through a combination of the Issuer’s initial private offerings, IPO and subsequent purchases. The Reporting Persons purchased the Common Stock based on the belief that such securities, when purchased, were undervalued and represented an attractive investment opportunity. Although the Reporting Persons have no specific plan or proposal to acquire additional Common Stock or dispose of the Common Stock, consistent with its investment purpose, the Reporting Persons at any time and from time to time may acquire additional Common Stock or dispose of any or all of their Common Stock depending upon an ongoing evaluation of the investment in the Common Stock, prevailing market conditions, other investment opportunities, liquidity requirements of the Reporting Persons and/or other investment considerations. The purpose of the acquisition of the Common Stock is for investment, and the acquisitions of the Common Stock were made in the ordinary course of business. Given the Reporting Persons’ ownership percentage of, and Mr. Rozek’s role with, the Issuer, the Reporting Persons holding of the Common Stock may have the purpose or effect of controlling the Issuer.

Alex B. Rozek is co-Chief Executive Officer and co-Chairman of the Board of the Issuer. As a result, the Reporting Persons will, in the ordinary course, engage in communications with one or more shareholders of the Issuer, one or more officers of the Issuer, other members of the board of directors of the Issuer, and other representatives of the Issuer regarding the Issuer.

Except to the extent the foregoing may be deemed a plan or proposal, the Reporting Persons have no plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) through (j), inclusive, of the instructions to Item 4 of Schedule 13D. The Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto.

(a - b) Prior to the Issuer’s initial public offering, the shares of Common Stock, as reported on the Schedule 13G filed by the Reporting Persons on February 14, 2017, were designated as Class A common stock, and those shares previously held as Class A common stock and Class A warrants were designated Class B common stock and Class B warrants.

Currently, BP, BC and BG beneficially own 919,184 shares of Class A common stock, 527,780 shares of Class B common stock, and 52,778 Class B warrants. Mr. Rozek beneficially owns 1,200,462 shares of Class A common stock, 527,780 shares of Class B common stock, and 52,778 Class B warrants. The Class B warrants include 1,262 Class B warrants at a strike price of $8.00 and 51,516 Class B warrants at a strike price of $10.00.

The Class B warrants are convertible at any time and at the holder’s election into shares of the Issuer’s Class B common stock. The Class B common stock is convertible at any time, at the holder’s election and for no additional consideration, into shares of Class A common stock on a one-on-one basis. The conversion right has no expiration date.

Mr. Rozek may be deemed the beneficial owner of 919,184 shares of Common Stock held for the account of the BP and 281,278 shares of Common Stock held for a trust of which Mr. Rozek is the trustee and over which he has voting power.

BC may be deemed the beneficial owner of 919,184 shares of Common Stock held for the account of the BP.

BG may be deemed the beneficial owner of 919,184 shares of Common Stock held for the account of the BP.

BP may be deemed the beneficial owner of 919,184 shares of Common Stock that it holds.

The Issuer’s most recent FORM 10-Q dated November 13, 2017, and as filed with the SEC on November 30, 2017, listed 13,307,157 shares of the Issuer’s Class A common stock outstanding, and 1,055,560 shares of Class B common stock outstanding. The shares beneficially owned by BP, BC and BG represent approximately 10.4% of the Common Stock. The shares beneficially owned by Mr. Rozek represent approximately 12.4% of the Common Stock.

The filing of this Schedule 13D shall not be construed as an admission that any of the Reporting Persons is the beneficial owner of any securities covered by the Schedule 13D.

(d) Except as disclosed herein, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock beneficially owned by each of the Reporting Persons.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

The information set forth under Items 3, 4 and 5 above is incorporated in this Item 6 in its entirety.

The Reporting Persons have entered into the Joint Filing Agreement attached hereto as Exhibit 99.1.

Except for the arrangements described herein, to the best knowledge of the Reporting Persons, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any other person with respect to any securities of the Issuer, including but not limited to, transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Pursuant to Rule 13d-1(k)(1) under the Securities Exchange act of 1934, the undersigned agree, as of February 9, 2018, that only one statement containing the information required by Schedule 13D, and each amendment thereto, need to be filed with respect to the ownership by each of the undersigned of shares of Common Stock of Boston Omaha Corporation, and such statement to which this Joint Filing Agreement is attached as Exhibit 99.1 is filed on behalf of each of the undersigned.

	BOULDERADO PARTNERS, LLC

	By: Boulderado Capital, LLC, Managing Member

	By: /s/ Alex B. Rozek
	Name: Alex B. Rozek
	Title: Managing Member

	BOULDERADO CAPITAL, LLC

	By: /s/ Alex B. Rozek
	Name: Alex B. Rozek
	Title: Managing Member

	BOULDERADO GROUP, LLC

	By: /s/ Alex B. Rozek
	Name: Alex B. Rozek
	Title: Managing Member

	ALEX B. ROZEK

	/s/ Alex B. Rozek
	Alex B. Rozek