SEC Form 4
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*
Peterson Adam K

(Last) (First) (Middle)
1411 HARNEY STREET, SUITE 200

(Street)
OMAHA NE 68102

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
BOSTON OMAHA Corp [ BOMN ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
Co-Chief Executive Officer
3. Date of Earliest Transaction (Month/Day/Year)
05/28/2020
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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 Stock 05/28/2020 P 9,375(6) A $16(4) 10,801,494(5) D(1)(2)(3)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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*
Peterson Adam K

(Last) (First) (Middle)
1411 HARNEY STREET, SUITE 200

(Street)
OMAHA NE 68102

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
X Officer (give title below) Other (specify below)
Co-Chief Executive Officer
1. Name and Address of Reporting Person*
MAGNOLIA CAPITAL FUND, LP

(Last) (First) (Middle)
1411 HARNEY ST., SUITE 200

(Street)
OMAHA NE 68102

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
MAGNOLIA GROUP, LLC

(Last) (First) (Middle)
1411 HARNEY STREET
SUITE 200

(Street)
OMAHA NE 68102

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
MAGNOLIA BOC I, LP

(Last) (First) (Middle)
1411 HARNEY ST.
SUITE 200

(Street)
OMAHA NE 68102

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
MAGNOLIA BOC II, LP

(Last) (First) (Middle)
1411 HARNEY ST.
SUITE 200

(Street)
OMAHA NE 68102

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. The reported shares are owned both directly and indirectly by Adam K. Peterson ("Mr. Peterson"), The Magnolia Group, LLC ("TMG"), Magnolia Capital Fund ("MCF"), Magnolia BOC I, LP ("BOC I"), and Magnolia BOC II, LP ("BOC II"). TMG is the general partner and investment manager of MCF, BOC I, and BOC II. Mr. Peterson is the managing member of TMG. TMG and Mr. Peterson could both be deemed to share indirect beneficial ownership of the shares reported herein for those reporting persons.
2. TMG and Mr. Peterson disclaim beneficial ownership with respect to the shares reported indirectly except to the extent of their respective pecuniary interests therein, and this report shall not be deemed an admission of beneficial ownership of these securities for Section 16 or for any other purposes.
3. Mr. Peterson serves as a director of the Issuer, and as the co-chief executive officer of the issuer.
4. This transaction was executed at $16.00 per share.
5. MCF may be the beneficial owner of 580,558 shares of Common Stock that it holds (comprised of 527,780 shares of Class B Common Stock, 51,516 $10 Warrants to purchase Common Stock, and 1,262 $8 Warrants to purchase Common Stock). BOC I may be deemed the beneficial owner of 7,960,095 shares of Common Stock that it holds. BOC II may be deemed the beneficial owner of 2,070,328 shares of Common Stock that it holds. TMG may be deemed the beneficial owner of 10,704,157 shares of Common Stock including the 93,176 shares of Common Stock that it holds directly. Adam Peterson may be deemed the beneficial owner of 10,801,494 shares of Common Stock including the 97,337 shares of Common Stock that he holds directly and he holds interest in MCF, BOC I, BOC II, and TMG.
6. The purchase of shares being reported on this Form 4 were purchased by Adam Peterson directly for his personal account. No shares were purchased by the other Reporting Persons.
/s/ Adam K. Peterson on behalf of Magnolia BOC I, LP, by its General Partner, The Magnolia Group LLC 06/01/2020
/s/ Adam K. Peterson on behalf of Magnolia BOC II, LP by its General Partner The Magnolia Group, LLC 06/01/2020
/s/ Adam K. Peterson, managing member on behalf of The Magnolia Group, LLC 06/01/2020
/s/ Adam K. Peterson, on behalf of MAGNOLIA CAPITAL FUND, LP 06/01/2020
/s/ Adam K. Peterson 06/01/2020
** 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).
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