0001179110-15-015353.txt : 20151123 0001179110-15-015353.hdr.sgml : 20151123 20151123184026 ACCESSION NUMBER: 0001179110-15-015353 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20151119 FILED AS OF DATE: 20151123 DATE AS OF CHANGE: 20151123 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36735 FILM NUMBER: 151250790 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: Landmark Dividend Holdings LLC CENTRAL INDEX KEY: 0001565853 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36735 FILM NUMBER: 151250791 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 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36735 FILM NUMBER: 151250792 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: AIM Universal Holdings, LLC CENTRAL INDEX KEY: 0001522245 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36735 FILM NUMBER: 151250793 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 4 1 edgar.xml FORM 4 - X0306 4 2015-11-19 0 0001615346 Landmark Infrastructure Partners LP LMRK 0001522245 AIM Universal Holdings, LLC 950 TOWER LANE, SUITE 800 FOSTER CITY CA 94404 1 0 1 0 0001624198 AIM LANDMARK HOLDINGS, LLC C/O AIM UNIVERSAL HOLDINGS, LLC 950 TOWER LANE, SUITE 800 FOSTER CITY CA 94404 1 0 1 0 0001565853 Landmark Dividend Holdings LLC 2141 ROSECRANS AVENUE SUITE 2100 EL SEGUNDO CA 90245 1 0 1 0 0001624358 LANDMARK DIVIDEND LLC 2141 ROSECRANS AVENUE SUITE 2100 EL SEGUNDO CA 90245 1 0 1 0 COMMON UNITS (LIMITED PARTNER INTERESTS) 2015-11-19 4 A 0 13992 A 13992 I By Holdings COMMON UNITS (LIMITED PARTNER INTERESTS) 2015-11-19 4 J 0 13992 D 0 I By Holdings COMMON UNITS (LIMITED PARTNER INTERESTS) 2015-11-19 4 A 0 283686 A 283686 I By Z-Unit COMMON UNITS (LIMITED PARTNER INTERESTS) 2015-11-19 4 A 0 56852 A 228589 I By Landmark Dividend 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. 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 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 2015-11-23 Landmark Dividend Holdings LLC; By: /s/ Arthur P. Brazy, Jr., Chief Executive Officer 2015-11-23 AIM Landmark Holdings, LLC; By: /s/ Matthew P. Carbone, Managing Member of AIM Universal Holdings, LLC, the sole manager of AIM Landmark Holdings, LLC 2015-11-23 AIM Universal Holdings, LLC; By: /s/ Matthew P. Carbone, Managing Member 2015-11-23