13D Filing: Magnolia Capital Fund, LP and Boston Omaha Corp (BOMN)

Item 1.  Security and Issuer.

This
statement on Schedule 13D relates to shares of Class A common stock, par value $0.001 per share (the “Common Stock”)
of Boston Omaha Corporation (the “Issuer”).  The address of the principal executive office of the Issuer
is 292 Newbury Street, Suite 333, Boston, Massachusetts 02115.

Item 2.  Identity and Background.

(a)-(c)

This Schedule 13D is being jointly filed by Magnolia Capital Fund, LP (“MCF”), Magnolia BOC II, LP (“BOC I”), Magnolia BOC II, LP (“BOC II”), The Magnolia Group, LLC (“TMG”), a registered investment adviser, and Adam K. Peterson (each a “Reporting Person” and, collectively, the “Reporting Persons”) with respect to shares of common stock, no par value per share of the Issuer (the “Common Stock”) owned directly by MCF.

 

TMG
is the general partner of MCF, BOC I, and BOC II. Mr. Peterson is the managing member of TMG. TMG and Mr. Peterson may each exercise
voting and dispositive power over the Common Stock held by MCF, BOC I, and BOC II and, as a result, may be deemed to be indirect
beneficial owners of shares of Common Stock held by MCF. TMG and Mr. Peterson disclaim beneficial ownership of the Common Stock.

 

The principal
business address of each of the Reporting Persons is 1411 Harney Street, Suite 200

Omaha, Nebraska
68102.

(d)

During the past five years, none of the Reporting Persons have been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors).

 

(e)

During the past five years, none the of Reporting Persons have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

(f)

MCF, BOC I, and BOC II are Delaware limited partnerships. TMG is an Oklahoma limited liability company and registered investment adviser.  Mr. Peterson is a U.S. citizen.

 

Item 3.  Source or Amount of Funds or Other Consideration.

Consideration for the Common Stock beneficially owned by the MCF, as described in this Schedule 13D, came from the working
capital of the MCF. The Common Stock was purchased by TMG for the benefit of MCF through initial private offerings and the
Issuer’s initial public offering at an aggregated price of $88,303,921.99.

 

Consideration
for the Common Stock beneficially owned by BOC I, as described in this Schedule 13D, came from the working capital of BOC I. Consideration
for the Common Stock beneficially owned by BOC II came from the working capital of BOC II. The Common Stock was purchased by TMG
for the benefit of BOC I and BOC II at aggregated prices of $22,554,400, and $15,890,600, respectively.

CUSIP No. 101044105

13D

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