Statement of Changes in Beneficial Ownership (4)
May 16 2023 - 3:03PM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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Keating Brendan Joseph |
2. Issuer Name and Ticker or Trading Symbol
BOSTON OMAHA Corp
[
BOC
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Co-Managing Part BOA Mgmt, LLC |
(Last)
(First)
(Middle)
C/O BOSTON OMAHA CORPORATION, 1601 DODGE STREET, SUITE 3300 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
5/1/2023 |
(Street)
OMAHA, NE 68102 |
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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(City)
(State)
(Zip)
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Rule 10b5-1(c) Transaction Indication
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to
satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class A common stock, par value $0.001 per share | 5/1/2023 | | A | | 42028 | A | $21.98 (1) | 42028 | I (2) | See footnote 2 |
Class A common stock, par value $0.001 per share | | | | | | | | 45800 | I (3) | See footnote 3 |
Class A common stock, par value $0.001 per share | | | | | | | | 47400 | I (4) | See footnote 4 |
Class A common stock, par value $0.001 per share | | | | | | | | 6800 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 7. Title and Amount of Securities Underlying Derivative Security (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 |
Explanation of Responses: |
(1) | The price indicates the average closing price of the issuer's Class A common stock for the 30-business day period ending April 27, 2023, in accordance with that certain Membership Interest Purchase Agreement dated as of May 1, 2023 by and among the issuer, 24th Street Holding Company LLC ("24th Street Holding"), Logic Real Estate Companies LLC ("LREC"), Logic Irrevocable Trust (the "Trust"), Mr. Keating, and the other parties thereto (the "MIPA"). |
(2) | The reported shares were issued to 24th Street Holding pursuant to the MIPA and ultimately transferred to the Trust. Mr. Keating is the manager of the entity that is the manager of 24th Street Holding, and is a trustee and beneficiary of the Trust. 24th Street Holding is majority owned by LREC, which itself is majority owned by the Trust. Mr. Keating could be deemed to have indirect beneficial ownership of the shares. |
(3) | The shares are held in a 401(k) account for the benefit of Mr. Keating. Mr. Keating could be deemed to have indirect beneficial ownership of the shares. |
(4) | The reported shares are directly owned by Rosecrest Trust, of which Brendan J. Keating is the Trustee. Mr. Keating could be deemed to have indirect beneficial ownership of the shares. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Keating Brendan Joseph C/O BOSTON OMAHA CORPORATION 1601 DODGE STREET, SUITE 3300 OMAHA, NE 68102 | X |
| Co-Managing Part BOA Mgmt, LLC |
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Signatures
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/s/ Brendan J. Keating | | 5/16/2023 |
**Signature of Reporting Person | Date |
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). |
Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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