Sec Form 4 Filing - Kenan Frank H. II @ BOSTON OMAHA Corp - 2019-01-15

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 Kenan Frank H. II 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 _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O BOSTON OMAHA CORPORATION, 1411 HARNEY ST. SUITE 200 3. Date of Earliest Transaction (MM/DD/YY) 01/15/2019 (Street) OMAHA, NE68102 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 ) 123,390 ( 1 ) A 181,666 I See footnote ( 2 )

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 Kenan Frank H. II C/O BOSTON OMAHA CORPORATION 1411 HARNEY ST. SUITE 200 OMAHA, NE68102 X Signatures /s/ Frank H. Kenan II 02/21/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Received in connection with a distribution from Boulderado Partners, LLC to certain of its limited partners; such shares shall be subject to a six month restriction on transfer pursuant to Rule 144 under the Securities Act of 1933. The reported shares are directly owned by a trust under which Frank H. Kenan II is both the trustee and a beneficiary. ( 2 )The reported shares are directly owned by KD Capital, L.P. and a trust under which Frank H. Kenan II is both the trustee and a beneficiary. Frank H. Kenan II is the manager of and owns 100% of KD Capital Management, LLC, which is the general partner of KD Capital, L.P. Mr. Kenan could be deemed to have indirect beneficial ownership of the shares reported herein.

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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