0001179110-14-016574.txt : 20141113 0001179110-14-016574.hdr.sgml : 20141113 20141113202831 ACCESSION NUMBER: 0001179110-14-016574 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20141113 FILED AS OF DATE: 20141113 DATE AS OF CHANGE: 20141113 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Landmark Infrastructure Partners LP CENTRAL INDEX KEY: 0001615346 STANDARD INDUSTRIAL CLASSIFICATION: LESSORS OF REAL PROPERTY, NEC [6519] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 2141 ROSECRANS AVENUE, SUITE 2100 STREET 2: PO BOX 3429 CITY: EL SEGUNDO STATE: CA ZIP: 90245 BUSINESS PHONE: 310-294-8160 MAIL ADDRESS: STREET 1: 2141 ROSECRANS AVENUE, SUITE 2100 STREET 2: PO BOX 3429 CITY: EL SEGUNDO STATE: CA ZIP: 90245 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LANDMARK DIVIDEND LLC CENTRAL INDEX KEY: 0001624358 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36735 FILM NUMBER: 141220085 BUSINESS ADDRESS: STREET 1: 2141 ROSECRANS AVENUE, SUITE 2100 CITY: EL SEGUNDO STATE: CA ZIP: 90245 BUSINESS PHONE: (310) 294-8160 MAIL ADDRESS: STREET 1: 2141 ROSECRANS AVENUE, SUITE 2100 CITY: EL SEGUNDO STATE: CA ZIP: 90245 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: AIM Universal Holdings, LLC CENTRAL INDEX KEY: 0001522245 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36735 FILM NUMBER: 141220086 BUSINESS ADDRESS: STREET 1: 950 TOWER LANE, SUITE 800 CITY: FOSTER CITY STATE: CA ZIP: 94404 BUSINESS PHONE: (650) 854-6000 MAIL ADDRESS: STREET 1: 950 TOWER LANE, SUITE 800 CITY: FOSTER CITY STATE: CA ZIP: 94404 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: AIM LANDMARK HOLDINGS, LLC CENTRAL INDEX KEY: 0001624198 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36735 FILM NUMBER: 141220087 BUSINESS ADDRESS: STREET 1: C/O AIM UNIVERSAL HOLDINGS, LLC STREET 2: 950 TOWER LANE, SUITE 800 CITY: FOSTER CITY STATE: CA ZIP: 94404 BUSINESS PHONE: (650) 854-6000 MAIL ADDRESS: STREET 1: C/O AIM UNIVERSAL HOLDINGS, LLC STREET 2: 950 TOWER LANE, SUITE 800 CITY: FOSTER CITY STATE: CA ZIP: 94404 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Landmark Dividend Holdings LLC CENTRAL INDEX KEY: 0001565853 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36735 FILM NUMBER: 141220088 BUSINESS ADDRESS: STREET 1: 950 TOWER LANE, SUITE 800 STREET 2: ATTENTION: M.P. CARBONE & E. G. LEUNG CITY: FOSTER CITY STATE: CA ZIP: 94404 BUSINESS PHONE: (650) 233-4930 MAIL ADDRESS: STREET 1: 950 TOWER LANE, SUITE 800 STREET 2: ATTENTION: M.P. CARBONE & E. G. LEUNG CITY: FOSTER CITY STATE: CA ZIP: 94404 3 1 edgar.xml FORM 3 - X0206 3 2014-11-13 0 0001615346 Landmark Infrastructure Partners LP LMRK 0001624358 LANDMARK DIVIDEND LLC 2141 ROSECRANS AVENUE SUITE 2100 EL SEGUNDO CA 90245 1 0 1 1 SEE REMARKS 0001565853 Landmark Dividend Holdings LLC 2141 ROSECRANS AVENUE SUITE 2100 EL SEGUNDO CA 90245 1 0 1 1 SEE REMARKS 0001624198 AIM LANDMARK HOLDINGS, LLC C/O AIM UNIVERSAL HOLDINGS, LLC 950 TOWER LANE, SUITE 800 FOSTER CITY CA 94404 1 0 1 1 SEE REMARKS 0001522245 AIM Universal Holdings, LLC 950 TOWER LANE SUITE 800 FOSTER CITY CA 94404 1 0 1 1 SEE REMARKS SUBORDINATED UNITS (LIMITED PARTNER INTERESTS) 0 COMMON UNITS 2066995 D This Form 3 is filed jointly by Landmark Dividend LLC ("Landmark Dividend"), Landmark Dividend Holdings LLC ("Landmark Holdings"), AIM Landmark Holdings, LLC ("AIM Landmark") and AIM Universal Holdings, LLC ("AIM") in connection with the effectiveness of the Registration Statement on Form S-11 (Reg. No. 333-199221) (the "Registration Statement"). See Remarks below. Pursuant to a subscription agreement, Landmark Dividend has committed to purchase 2,066,995 subordinated units from the Issuer in a private transaction at a price per unit equal to the public offering price of the Issuer's common units, as set forth in the final prospectus forming a part of the Registration Statement. Prior to the subordinated unit purchase, Landmark Dividend holds 100% of the limited partnership interest in the Issuer and 100% of the ownership interests in the Issuer's general partner, which holds a non-economic general partner interest in the Issuer. As described in the Registration Statement, in connection with the Issuer's formation transactions and initial public offering ("IPO"), Landmark Dividend Growth Fund-A LLC and Landmark Dividend Growth Fund-D LLC (each a "Fund" and collectively, the "Funds") will receive 1,702,665 common units, 1,068,114 subordinated units and cash, which will then be distributed to the Funds' respective direct and indirect members, including Landmark Dividend, as part of each Fund's liquidation, pro rata in accordance with their members' respective pecuniary interests. Landmark Dividend, through its wholly-owned subsidiary, is the managing member of each Fund and therefore may be deemed to have indirect beneficial ownership over the securities held by the Funds, but only to the extent of Landmark Dividend's pecuniary interest therein. Continued from Footnote 3. In connection with the Funds' pro rata liquidation, Landmark Dividend will receive additional subordinated units and cash, but no common units and as a result, Landmark Dividend does not and will not have any direct or indirect pecuniary interest in any common units of the Issuer. After giving effect to Landmark Dividend's purchase of subordinated units and receipt of additional subordinated units as part of the Funds' pro rata liquidation, Landmark Dividend will hold a 40% limited partner interest in the Issuer. All of the subordinated units convert into common units on a one-for-one basis upon the expiration of the subordination period described in the Registration Statement. Landmark Dividend is indirectly 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, but disclaim beneficial ownership except to the extent of their respective pecuniary interests therein. Landmark Dividend LLC; By: /s/ Arthur P. Brazy, President of Landmark Dividend Holdings LLC, managing member of Landmark Dividend Holdings II LLC, the sole member of Landmark Dividend LLC 2014-11-13 Landmark Dividend Holdings LLC; By: /s/ Arthur P. Brazy, President 2014-11-13 AIM Landmark Holdings, LLC; By /s/ Matthew P. Carbone, Managing Member of AIM Universal Holdings, LLC, the sole manager of AIM Landmark Holdings, LLC 2014-11-13 AIM Universal Holdings, LLC; By: /s/ Matthew P. Carbone, Managing Member 2014-11-13