DigitalBridge Group, Inc. — Director's Dealing 2021

Dec 27, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Landmark Infrastructure Partners LP (LMRK)
CIK: 0001615346
Period of Report: 2021-12-22

Reporting Person: LANDMARK DIVIDEND LLC (Director, 10% Owner)
Reporting Person: Digital LD Management / Non-REIT Holdings, LP (Director, 10% Owner)
Reporting Person: Digital LD GP, LLC (Director, 10% Owner)
Reporting Person: DCP II LD Management / Non-REIT HoldCo, LP (Director, 10% Owner)
Reporting Person: Digital LD HoldCo GP, LLC (Director, 10% Owner)
Reporting Person: Digital Colony II (DE AIV), LP (Director, 10% Owner)
Reporting Person: Digital Colony II GP, LLC (Director, 10% Owner)
Reporting Person: Colony DCP II HoldCo, LLC (Director, 10% Owner)
Reporting Person: DigitalBridge Operating Company, LLC (Director, 10% Owner)
Reporting Person: DigitalBridge Group, Inc. (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-12-22	Common Units (Limited Partner Interests)	D	5066408	—	Disposed	0	Indirect
2021-12-22	Common Units (Limited Partner Interests)	J	20422584	—	Acquired	0	Indirect

Footnotes

F1: On December 22, 2021, pursuant to that certain Transaction Agreement (as amended, the "Transaction Agreement") dated as of August 21, 2021, by and among the Issuer, its related parties thereto, and LM DV Infrastructure, LLC ("LM DV Infra"), LM Infra Acquisition Company, LLC ("LM Infra"), Digital LD MergerCo LLC ("Merger Sub"), and Digital LD MergerCo II LLC ("Merger Sub II"), LM Infra completed its previously announced acquisition of all of the assets of the Issuer through a series of transactions culminating in (a) Merger Sub II merging with and into the Issuer with the Issuer surviving and (b) the Issuer then merging with and into Merger Sub with Merger Sub surviving and becoming a wholly owned subsidiary of LM Infra (together, the "Merger"). In connection with the Merger, each Common Unit of the Issuer held by the public (other than Common Units of the Issuer held by Landmark Dividend LLC and its affiliates) automatically converted into the right to receive $16.50 in cash.

F2: In connection with the Merger, each Common Unit of the Issuer held by Landmark Dividend LLC and all incentive distribution rights were converted into an equity sales note in the principal amount of $83,595,732, issued by LM DV Infra in favor of Landmark Infrastructure Inc. and REIT LLC (or their designees).

F3: All of the Issuer's Common Units were canceled in the Merger.

F4: Reflects securities held by Landmark Dividend LLC and its affiliated entities. Landmark Dividend LLC is wholly owned by Digital LD Management / Non-REIT Holdings, LP. The general partner of Digital LD Management / Non-REIT Holdings, LP is Digital LD GP, LLC. Digital LD GP, LLC is wholly owned by DCP II LD Management / Non-REIT HoldCo, LP. The general partner of DCP II LD Management / Non-REIT HoldCo, LP is Digital LD HoldCo GP, LLC. Digital LD HoldCo GP, LLC is wholly owned by Digital Colony II (DE AIV), LP. The general partner of Digital Colony II (DE AIV), LP is Digital Colony II GP, LLC. Colony DCP II HoldCo, LLC is the sole owner of equity interests in Digital Colony II GP, LLC and DigitalBridge Operating Company, LLC is the sole owner of equity interests in Colony DCP II HoldCo, LLC. The managing member of DigitalBridge Operating Company, LLC is DigitalBridge Group, Inc.

F5: Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.