Sec Form 4 Filing - Peterson Adam K @ BOSTON OMAHA Corp - 2020-05-28

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) 05/28/2020 (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 Common Stock 05/28/2020 P 9,375 ( 6 ) A $ 16 ( 4 ) 10,801,494 ( 5 ) 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 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 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 MAGNOLIA BOC II, 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 06/01/2020 Signature of Reporting Person Date /s/ Adam K. Peterson on behalf of Magnolia BOC II, LP by its General Partner The Magnolia Group, LLC 06/01/2020 Signature of Reporting Person Date /s/ Adam K. Peterson, managing member on behalf of The Magnolia Group, LLC 06/01/2020 Signature of Reporting Person Date /s/ Adam K. Peterson, on behalf of MAGNOLIA CAPITAL FUND, LP 06/01/2020 Signature of Reporting Person Date /s/ Adam K. Peterson 06/01/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reported shares are owned both directly and indirectly 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 MCF, 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 )This transaction was executed at $16.00 per share. ( 5 )MCF may be the beneficial owner of 580,558 shares of Common Stock that it holds (comprised of 527,780 shares of Class B Common Stock, 51,516 $10 Warrants to purchase Common Stock, and 1,262 $8 Warrants to purchase Common Stock). BOC I may be deemed the beneficial owner of 7,960,095 shares of Common Stock that itholds. BOC II may be deemed the beneficial owner of 2,070,328 shares of Common Stock that it holds. TMG may be deemed the beneficial owner of 10,704,157 shares of CommonStock including the 93,176 shares of Common Stock that it holds directly. Adam Peterson may be deemed the beneficial owner of 10,801,494 shares of Common Stock including the97,337 shares of Common Stock that he holds directly and he holds interest in MCF, BOC I, BOC II, and TMG. ( 6 )The purchase of shares being reported on this Form 4 were purchased by Adam Peterson directly for his personal account. No shares were purchased by the other Reporting Persons.

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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