Sec Form 4 Filing - Peterson Adam K @ BOSTON OMAHA Corp - 2018-03-31

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Peterson Adam K 2. Issuer Name and Ticker or Trading Symbol BOSTON OMAHA Corp [ BOMN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) Co-Chief Executive Officer (Last) (First) (Middle) 1411 HARNEY STREET, SUITE 200, 3. Date of Earliest Transaction (MM/DD/YY) 03/31/2018 (Street) OMAHA, NE68102 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Class A Common Stock, par value $0.001 per share 03/31/2018 J( 4 ) 146,338 D $ 0 11,008,265 D ( 1 ) ( 2 ) ( 3 ) Class A Common Stock, par value $0.001 per share 04/30/2018 J( 5 ) 146,327 D $ 0 10,861,938 D ( 1 ) ( 2 ) ( 3 ) Class A Common Stock, par value $0.001 per share 06/30/2018 J( 6 )( 7 ) 3,247,382 D $ 0 7,614,556 ( 8 ) ( 9 ) D ( 1 ) ( 2 ) ( 3 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indir ect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Peterson Adam K 1411 HARNEY STREET, SUITE 200 OMAHA, NE68102 X X Co-Chief Executive Officer MAGNOLIA CAPITAL FUND, LP 1411 HARNEY ST., SUITE 200 OMAHA, NE68102 X MAGNOLIA GROUP, LLC 1411 HARNEY STREET SUITE 200 OMAHA, NE68102 X MAGNOLIA BOC I, LP 1411 HARNEY ST. SUITE 200 OMAHA, NE68102 X Signatures /s/ Adam K. Peterson on behalf of Magnolia BOC I, LP, by its General Partner, The Magnolia Group LLC 07/02/2018 Signature of Reporting Person Date /s/ Adam K. Peterson on behalf of Magnolia BOC II, LP by its General Partner The Magnolia Group, LLC 07/02/2018 Signature of Reporting Person Date /s/ Adam K. Peterson, managing member on behalf of The Magnolia Group, LLC 07/02/2018 Signature of Reporting Person Date /s/ Adam K. Peterson 07/02/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )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. ( 3 )Mr. Peterson serves as a director of the Issuer, and as the co-chief executive officer of the issuer. ( 4 )MCF distributed in-kind to a limited partner 146,338 shares of the Issuer's Common Stock on March 31, 2018. ( 5 )MCF distributed in-kind to a limited partner 146,327 shares of the Issuer's Common Stock on April 30, 2018. ( 6 )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. ( 7 )(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"). ( 8 )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. ( 9 )MCF no longer beneficially owns 10% or more of the Issuer's Common Stock.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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