BOSTON OMAHA Corp — Director's Dealing 2018

Jul 2, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BOSTON OMAHA Corp (BOMN)
CIK: 0001494582
Period of Report: 2018-03-31

Reporting Person: Peterson Adam K (Director, Co-Chief Executive Officer, 10% Owner)
Reporting Person: MAGNOLIA CAPITAL FUND, LP (10% Owner)
Reporting Person: MAGNOLIA GROUP, LLC (10% Owner)
Reporting Person: MAGNOLIA BOC I, LP (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-03-31	Class A Common Stock, par value $0.001 per share	J	146338	—	Disposed	11008265	Direct
2018-04-30	Class A Common Stock, par value $0.001 per share	J	146327	—	Disposed	10861938	Direct
2018-06-30	Class A Common Stock, par value $0.001 per share	J	3247382	—	Disposed	7614556	Direct

Footnotes

F1: The reported shares are directly owned 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 MCG, 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.

F2: 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.

F3: Mr. Peterson serves as a director of the Issuer, and as the co-chief executive officer of the issuer.

F4: MCF distributed in-kind to a limited partner 146,338 shares of the Issuer's Common Stock on March 31, 2018.

F5: MCF distributed in-kind to a limited partner 146,327 shares of the Issuer's Common Stock on April 30, 2018.

F6: MCF distributed in-kind to its general partner and limited partner investors 7,062,496 shares of the Issuer's Common Stock on June 30, 2018. As a result of the distribution: (1) MCF is no longer deemed a beneficial owner of such distributed shares and, accordingly, the number of shares reported by MCF is decreased by 7,062,496 (with a corresponding decrease in the number of shares beneficially owned by TMG, as the general partner of MCF, and Adam Peterson, as the managing member of TMG); (collectively, the "BOC Shares"); Continued in Footnote 7.

F7: (2) TMG and certain limited partners of MCF contributed a portion of such shares to BOC I and BOC II, causing BOC I to increase its beneficial ownership by an additional 2,894,120 shares of Common Stock and BOC II to increase its beneficial ownership by an additional 739,856 shares of Common Stock (with a corresponding increase in the number of shares beneficially owned by TMG, as the general partner of BOC I and BOC II), and Adam Peterson, as the managing member of TMG) (3) TMG received 93,176 shares of Common Stock to be held in its own name (the "TMG Shares"); and (4) Adam Peterson received an additional 87,962 shares of Common Stock to be held in his own name (the "AP Shares").

F8: MCF may be deemed the beneficial owner of 580,558 shares of Common Stock that it holds. BOC I may be deemed the beneficial owner of 4,777,532 shares of Common Stock that it holds. BOC II may be deemed the beneficial owner of 2,065,328 shares of Common Stock that it holds. TMG may be deemed the beneficial owner of 7,526,594 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 7,614,556 shares of Common Stock including the 87,962 shares of Common Stock that he holds directly and he holds interest in MCF, BOC I, BOC II, and TMG.

F9: MCF no longer beneficially owns 10% or more of the Issuer's Common Stock.