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: 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)

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	3218884	$23.30	Acquired	9585719	Direct

Footnotes

F1: The reported shares are directly owned by the Magnolia Capital Fund ("MCF"), Magnolia BOC I, LP ("BOC I"), and Magnolia BOC II, LP ("BOC II"), of which The Magnolia Group, LLC ("TMG") is the general partner and investment manager. Adam K. Peterson ("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.

F2: TMG and Mr. Peterson 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.

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

F4: Pursuant to that certain Class A Common Stock Purchase Agreement, dated February 22, 2018, by and among the Issuer, BOC I, BOC II, and Boulderado BOC, LP (the "Purchase Agreement"), a copy of which was included in the Issuer's 8-K filed February 26, 2018, BOC I agreed to purchase 1,888,412 shares of the Common Stock and BOC II agreed to purchase 1,330,472 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 BOC I purchased 968,000 shares of the Common Stock and BOC II purchased 682,000 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.

F5: MCF may be deemed the beneficial owner of 7,935,719 shares of Common Stock that it holds. BOC I may be deemed the beneficial owner of 968,000 shares of Common Stock that it holds. BOC II may be deemed the beneficial owner of 682,000 shares of Common Stock that it holds.