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

Item 5.  Interest in Securities of the Issuer.

 

(a)

Currently, the Reporting persons beneficially own 9,005,161 shares of Class A common stock., 527,780 shares of Class B common stock, and 52,778 Class B warrants. The Class B warrants include 1,262 Class B warrants at a strike price of $8.00 and 51,516 Class B warrants at a strike price of $10.00.

 

The
Class B warrants are convertible at any time and at the holder’s election into shares of the Issuer’s Class B common
stock. The Class B common stock is convertible at any time, at the holder’s election and for no additional consideration,
into shares of Class A common stock on a one-on-one basis. The conversion right has no expiration date.

 

Based
on the foregoing:

 

Mr.
Peterson may be deemed the beneficial owner of 9,585,719 shares of Common Stock held for the accounts of the MCF, BOC I, and BOC
II.

 

TMG
may be deemed the beneficial owner of 9,585,719 shares of Common Stock held for the accounts of the MCF, BOC I, and BOC II.

 

MCF
may be deemed the beneficial owner of 7,935,719 shares of Common Stock that it holds.

 

BOC
I may be deemed the beneficial owner of 968,000 shares of Common Stock that it holds. BOC I does not report beneficial ownership
of the shares of Common Stock to be purchased by it pursuant to the second closing under the Purchase Agreement, until such time
as the material third party contingencies to such purchase have lapsed or been satisfied.

 

BOC
II may be deemed the beneficial owner of 682,000 shares of Common Stock that it holds. BOC II does not report beneficial ownership
of the shares of Common Stock to be purchased by it pursuant to the second closing under the Purchase Agreement, until such time
as the material third party contingencies to such purchase have lapsed or been satisfied.

 

The
Issuer’s 8-K, filed on February 26, 2018, listed 16,607,157 shares of the Issuer’s Class A common stock
outstanding, and 1,055,560 shares of Class B common stock outstanding. The shares beneficially owned, in total, represent
approximately 54.3% of the Shares issued and outstanding. 

 

(b)

The information set forth in Rows 5 through 11 of the cover page for each Reporting Person is hereby incorporated by reference into this Item 5(b) for each such Reporting Person.

 

(c)

In the past 60 days, the following transactions were effected by TMG on behalf of BOC I and BOC II:

 

TMG
acquired 968,000 and 682,000 shares of the Issuer’s Common Stock on behalf of BOC I and BOC II pursuant to the Purchase
Agreement. The issuance of shares of Common Stock at the first closing under the Purchase Agreement was approved by NASDAQ on
March 1, 2018. The shares were acquired at a price of $23.30 for a net purchase price of $38,445,000. The transaction
was effected through the Reporting Persons’ account.

 

CUSIP No. 101044105

13D

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