Sec Form 4 Filing - Peterson Adam K @ BOSTON OMAHA Corp - 2021-06-23

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) 1601 DODGE STREET, SUITE 3300, 3. Date of Earliest Transaction (MM/DD/YY) 06/23/2021 (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 06/23/2021 J( 4 ) 2,070,328 D $ 0 8,869,093 ( 5 ) ( 6 ) 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 1601 DODGE STREET, SUITE 3300 OMAHA, NE68102 X X Co-Chief Executive Officer MAGNOLIA GROUP, LLC 1601 DODGE STREET SUITE 3300 OMAHA, NE68102 X MAGNOLIA BOC I, LP 1601 DODGE STREET, SUITE 3300 OMAHA, NE68102 X Signatures /s/ Adam K. Peterson on behalf of Magnolia BOC I, LP, by its General Partner, The Magnolia Group LLC 06/25/2021 Signature of Reporting Person Date /s/ Adam K. Peterson, managing member on behalf of The Magnolia Group, LLC 06/25/2021 Signature of Reporting Person Date /s/ Adam K. Peterson 06/25/2021 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"), and Magnolia BOC I, LP ("BOC I"). TMG is the general partner and investment manager of MCF and BOC I. 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 held by MCF and BOC I 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 )Magnolia BOC II, LP ("BOC II") distributed in-kind to its partners 2,070,328 shares of the Issuer's Common Stock on June 23, 2021. As a result of the distribution: (1) BOC II is no longer deemed a beneficial owner of such distributed shares and is no longer a Reporting Person, and, accordingly, the number of shares reported by BOC II is decreased by 2,070,328 (with a corresponding decrease in the number of shares beneficially owned by TMG, as the general partner of BOC II, and Adam Peterson, as the managing member of TMG); (2) Mr. Peterson as a partner in BOC II received 137,927 of such shares of Common Stock to be held in his own name. ( 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 it holds. TMG may be deemed the beneficial owner of 8,633,829 shares of Common Stock including the 93,176 shares of Common Stock that it holds directly and the shares held by MCF and BOC I. Adam Peterson may be deemed the beneficial owner of 8,869,093 shares of Common Stock including the 235,264 shares of Common Stock that he holds directly and the shares held by MCF, BOC I, and TMG. ( 6 )BOC II no longer beneficially owns any 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).

** 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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