BOSTON OMAHA Corp — Director's Dealing 2018

Mar 6, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BOSTON OMAHA Corp (BOMN)
CIK: 0001494582
Period of Report: 2018-03-01

Reporting Person: Boulderado Group, LLC (10% Owner)
Reporting Person: Boulderado Partners, LLC (10% Owner)
Reporting Person: Boulderado Capital, LLC (10% Owner)
Reporting Person: Rozek Alexander Buffett (Director, Co-Chief Executive Officer, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-03-01	Class A common stock, par value $0.001 per share	P	1650000	$23.3	Acquired	3431020	Direct

Footnotes

F1: Pursuant to that certain Class A Common Stock Purchase Agreement, dated February 22, 2018, by and among the Issuer, Magnolia BOC I, LP, and Magnolia BOC II, LP, and Boulderado BOC, LP (the "Purchase Agreement"), a copy of which was included in the Issuer's 8-K filed February 26, 2018, Boulderado BOC, LP agreed to purchase 3,218,884 shares of the Common Stock. The purchase and sale of the Common Stock pursuant to the Purchase Agreement was structured in two separate closings. The
transaction reported herein represents the first closing by which Boulderado BOC, LP purchased 1,650,000 shares of the Common Stock. The issuance of shares of Common Stock at the first closing under the Purchase Agreement was approved by NASDAQ on March 1, 2018. The second closing under the Purchase Agreement remains subject to certain closing conditions set forth therein.

F2: This total includes 2,850,462 shares of Class A common stock, 527,780 shares of Class B common stock, and 52,778 Class B warrants. The Class B common stock and warrant stock is convertible at any time, at the holders election and for no additional consideration, into shares of Class A common stock on a one-on-one basis. Boulderado Partners, LLC may be deemed the beneficial owner of 1,499,742 shares of Common Stock that it holds. Alex B. Rozek may be deemed the beneficial owner of 281,278 shares of Common Stock held for a trust of which Mr. Rozek is the trustee and over which he has voting power. Boulderado BOC, LP may be deemed the beneficial owner of 1,650,000 shares of Common Stock that it holds.

F3: The reported shares are directly owned by the Boulderado Partners, LLC, (BP), Boulderado BOC, LP, (BBOC), and a trust of which Mr. Rozek is the trustee and over which he has voting power (the Trust). Boulderado Capital, LLC (BC) is the managing member of BP. Boulderado Group, LLC (BG) is the investment manager of BP. BG is the general partner and investment manager of BBOC. Alex B. Rozek is the managing member of BC and BG. BC, BG, and Mr. Rozek may each exercise voting and dispositive power over the Common Stock held by BP, BBOC, and the Trust, and, as a result, may be deemed to be indirect beneficial owners of shares of Common Stock held by BP, BBOC, and the Trust.

F4: BC, BG, and Mr. Rozek disclaim beneficial ownership 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.

F5: Mr. Rozek serves as a director of the Issuer, and as the co-chief executive officer of the Issuer.