LAMAR ADVERTISING CO/NEW — Director's Dealing 2012

Sep 8, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: LAMAR ADVERTISING CO/NEW (LAMR)
CIK: 0001090425
Period of Report: 2012-09-05

Reporting Person: SPO ADVISORY CORP (10% Owner)
Reporting Person: SF ADVISORY PARTNERS LP (10% Owner)
Reporting Person: SPO ADVISORY PARTNERS LP (10% Owner)
Reporting Person: SPO PARTNERS II LP (10% Owner)
Reporting Person: SAN FRANCISCO PARTNERS LP (10% Owner)
Reporting Person: SCULLY JOHN H (10% Owner)
Reporting Person: MCDERMOTT EDWARD H (10% Owner)
Reporting Person: PHOEBE SNOW FOUNDATION (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-09-05	Common Stock	S	152000	$32.96	Disposed	15417814	Indirect
2012-09-06	Common Stock	S	2348000	$32.02	Disposed	13092114	Indirect

Footnotes

F1: The entities and individuals directly selling these shares reported in this filing are SPO Partners II, L.P. ("SPO Partners"), which sold 2,378,400 shares, San Francisco Partners, L.P. ("SF Partners"), which sold 97,800 shares, John H. Scully ("JHS"), who sold 2,600 shares, and Phoebe Snow Foundation ("PSF"), which sold 21,200 shares. The range of prices for the sales on 9/5/12, reported on Line 1 above, was $32.80-33.28, and the range of prices for the sales on 9/6/12, reported on Line 2 above, was $32.00-32.98.

F2: As a result of the sales causing this filing, 12,575,384 shares are owned directly by SPO Partners, and may be deemed to be indirectly beneficially owned by (i) SPO Advisory Partners, L.P. ("SPO Advisory"), the sole general partner of SPO Partners, (ii) SPO Advisory Corp. ("SPO Corp."), the sole general partner of SPO Advisory, and (iii) JHS and Edward H. McDermott ("EHM"), the two controlling persons of SPO Corp. Additionally, as a result of the sales causing this filing, 516,730 shares are owned directly by SF Partners, and may be deemed to be indirectly beneficially owned by (i) SF Advisory Partners, L.P. ("SF Advisory"), the sole general partner of SF Partners, (ii) SPO Corp., the sole general partner of SF Advisory, and (iii) JHS and EHM, the two controlling persons of SPO Corp.

F3: Additionally, as a result of the sales causing this filing, JHS owns 13,000 shares in his IRAs, which are self directed, EHM owns 600 shares in his IRA, which is self directed, and PSF owns 112,100 shares. Additionally, EHM directly owns 3,234 shares of the Issuer's common stock. These shares were granted to EHM when he was a director of the company. Pursuant to the partnership agreement governing SPO Partners, these shares owned by EHM may be deemed to be indirectly beneficially owned by SPO Partners, along with any profits arising from the sale of the aforementioned shares.