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