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Sec Form 4 Filing - Boulderado Group LLC @ BOSTON OMAHA Corp - 2019-01-15

  1. About Form 4 Filing: Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security. The initial filing is on Form 3 and changes are reported on Form 4. The Annual Statement of beneficial ownership of securities is on Form 5. The forms contain information on the reporting person's relationship to the company and on purchases and sales of such equity securities.
  2. Form 4 is stored in SEC's EDGAR database. EDGAR is Electronic Data Gathering, Analysis and Retrieval System. It is a registered trademark of the SEC.

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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 *
Boulderado Group, LLC
2. Issuer Name and Ticker or Trading Symbol
BOSTON OMAHA Corp [ BOMN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) X __ Other (specify below)
Manager is Director and Co-CEO
(Last)
(First)
(Middle)
304 NEWBURY STREET, SUITE 333
3. Date of Earliest Transaction (MM/DD/YY)
01/15/2019
(Street)
BOSTON, MA02115
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 01/15/2019 J( 1 ) 485,169 ( 2 ) D $ 0 4,261,453 ( 3 ) D ( 4 ) ( 5 ) ( 6 )
Class A common stock, par value $0.001 per share 02/01/2019 J( 7 ) 3,234,020 ( 8 ) D $ 0 1,354,328 ( 9 ) D ( 5 ) ( 6 ) ( 10 )
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 Indirect (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
Boulderado Group, LLC
304 NEWBURY STREET
SUITE 333
BOSTON, MA02115
Manager is Director and Co-CEO
Boulderado Partners, LLC
292 NEWBURY STREET
SUITE 333
BOSTON, MA02115
X
Boulderado Capital, LLC
292 NEWBURY STREET
BOSTON, MA02115
X
Rozek Alexander Buffett
292 NEWBURY ST #333
BOSTON, MA02115
X X Co-Chief Executive Officer
BOULDERADO BOC, LP
292 NEWBURY STREET
SUITE 333
BOSTON, MA02115
X
Signatures
/s/ Alexander B. Rozek on behalf of Boulderado Capital, LLC as its managing member 02/05/2019
** Signature of Reporting Person Date
/s/ Alexander B. Rozek 02/05/2019
** Signature of Reporting Person Date
/s/ Alexander B. Rozek on behalf of Boulderado BOC, LP as Managing Member of Boulderado Group, LLC, its managing member 02/05/2019
** Signature of Reporting Person Date
/s/ Alexander B. Rozek on behalf of Boulderado Partners, LLC, as Managing Member of Boulderado Capital, LLC, its managing member 02/05/2019
** Signature of Reporting Person Date
/s/ Alexander B. Rozek on behalf of Boulderado Group, LLC, as its managing member 02/05/2019
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )Boulderado Partners, LLC ("BP") made a distribution to certain limited partners of an aggregate of 485,169 shares of the Issuer's Class A common stock.
( 2 )On January 15, 2019, BP distributed to certain of its limited partner investors 485,169 shares of the Issuer's Class A common stock. As a result of the distribution, (1) BP is no longer deemed a beneficial owner of such distributed shares and, accordingly, the number of shares reported by BP is reduced by 485,169 (with a corresponding decrease in the number of shares beneficially owned by Boulderado Capital, LLC ("BC"), as the managing member of BP, Bouderado Group, LLC ("BG"), as the investment manager of BP and Alex Rozek, as the managing member of BC and BG); (collectively the "BP Distributed Shares").
( 3 )This total includes 3,681,679 shares of Class A common stock, 527,780 shares of Class B common stock, and 51,994 Class B warrants. The Class B warrants can be exercised for Class B common stock, and all Class B common stock is convertible into shares of Class A common stock on a one-to-one basis under certain circumstances. BP may be deemed the beneficial owner of 746,155 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 ("BBOC") may be deemed the beneficial owner of 3,234,020 shares of Common Stock that it holds.
( 4 )The reported shares are directly owned by BP, BBOC and a trust of which Mr. Rozek is the trustee and over which he has voting power (the "Trust"). BC is the managing member of BP. 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.
( 5 )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.
( 6 )Mr. Rozek serves as a director of the Issuer, and as the co-chief executive officer of the Issuer.
( 7 )BBOC made a distribution to certain limited partners of an aggregate of 3,234,020 shares of the Issuer's Class A common stock, representing all shares of the Issuer's Common Stock held by BBOC.
( 8 )On February 1, 2019, BBOC distributed to certain of its limited partner investors 3,234,020 shares of the Issuer's Class A common stock. Of the 3,234,020 shares of Class A common stock so distributed, 326,895 shares of Class A common stock were distributed to BG as the general partner of BBOC and BG immediately contributed such shares to be held by BP on its behalf. These distributions were the result of BP, BBOC, BG and BC returning all outside capital to investors and continuing operations to manage family investments only. As a result of these transactions, (1) BBOC is no longer deemed to be a beneficial owner of such distributed shares of Common Stock, (2) the number of shares held by BP has increased by 326,895, and (3) the amount of securities beneficially owned by all reporting persons has decreased from 4,261,353 to 1,354,328 shares of Common Stock of the Issuer.
( 9 )This total includes 774,554 shares of Class A common stock, 527,780 shares of Class B common stock and 51,994 Class B warrants. The Class B warrants can be exercised for Class B common stock, and all Class B common stock is convertible into shares of Class A common stock on a one-to-one basis under certain circumstances. BP may be deemed the beneficial owner of 1,073,050 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 the Trust.
( 10 )The reported shares are directly owned by BP and the Trust. BC is the managing member of BP. BG is the investment manager of BP. 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 and the Trust, and, as a result, may be deemed to be indirect beneficial owners of shares of Common Stock held by BP and the Trust.

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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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