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

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act
of 1934 (Amendment No. _1_)

Boston
Omaha Corporation

(Name of Issuer)

Class
A common stock, par value $0.001 per share

(Title of Class of Securities)

101044105

(CUSIP Number)

1411
Harney Street, Suite 200

Omaha,
Nebraska 68102

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

March 1,
2018 

(Date of Event which Requires Filing of this
Statement)

If the filing person has previously filed a statement on Schedule
13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box [X].

Note: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be
sent.

The remainder of this cover page shall be filled out for a reporting
person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing
information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or
otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).

Continued on following pages

Page 1 of 12 Pages

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.

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.

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.

Item 4.  Purpose of Transaction.

TMG
purchased certain of the Common Stock for the benefit of MCF in the Issuer’s initial private offerings and purchased an
additional 3,461,538 shares of the Common Stock through the Issuer’s initial public offering. TMG purchased the Common Stock
based on the belief that such securities, when purchased, were undervalued and represented an attractive investment opportunity.

Pursuant
to that certain Class A Common Stock Purchase Agreement, dated February 22, 2018, by and among the Issuer, BOC I, BOC II,
and Boulderado BOC, LP (the “Purchase Agreement”), a copy of which was included in the Issuer’s 8-K filed
February 26, 2018, BOC I agreed to purchase 1,888,412 shares of the Common Stock and BOC II agreed to purchase 1,330,472
shares of the Common Stock, all at a purchase price of $23.30 per share. The purchase and sale of the Common Stock pursuant
to the Purchase Agreement was structured in two separate closings. At the first closing BOC I will purchase 968,000 shares of
the Common Stock and BOC II will purchase 682,000 shares of the Common Stock. At the second closing, BOC I will purchase
920,412 additional shares of the Common Stock and BOC II will purchase 648,472 additional shares of the Common Stock. The
second closing is contingent upon certain closing conditions set forth in the Purchase Agreement, including the expiration or
termination of the waiting period under the HSR Act, as may be applicable, listing approval from NASDAQ, and the approval by
the holders of the Issuer’s Common Stock of an amendment to the Company’s certificate of incorporation in order
to increase the authorized shares of Common Stock to account for the shares to be sold in the second closing. This Schedule
13D amendment is being filed to report the first closing under the Purchase Agreement.

The
purpose of the acquisition of the Common Stock is for investment, and the acquisitions of the Common Stock were made in the ordinary
course of business. Given the Reporting Persons’ ownership percentage of, and Mr. Peterson’s role with, the Issuer,
the Reporting Persons holding of the Common Stock may have the purpose or effect of controlling the Issuer.

Although
Reporting Person has no specific plan or proposal to acquire additional Common Stock or dispose of the Common Stock, other than
in accordance with the Purchase Agreement, consistent with its investment purpose, Reporting Person at any time and from time
to time may acquire additional Common Stock or dispose of any or all of its Common Stock depending upon an ongoing evaluation
of the investment in the Common Stock, prevailing market conditions, other investment opportunities, liquidity requirements of
the Reporting Person and/or other investment considerations.

Adam
K. Peterson is co-Chief Executive Officer and co-Chairman of the Board of the Issuer. As a result, the Reporting Persons will,
in the ordinary course, engage in communications with one more shareholders of the Issuer, one or more officers of the Issuer,
other members of the board of directors of the Issuer, and other representatives of the Issuer regarding the Issuer.

Except,
with respect to the Purchase Agreement, and to the extent the foregoing may be deemed a plan or proposal, the Reporting Persons
have no plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) through (j),
inclusive, of the instructions to Item 4 of Schedule 13D. The Reporting Person may, at any time and from time to time, review
or reconsider its position and/or change its purpose and/or formulate plans or proposals with respect thereto.

Item 5.  Interest in Securities of the Issuer.

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. 

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.

Item 6.  Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.

The
powers of disposition and voting of the shares held for MCF are held pursuant to a limited partnership agreement entered into
between MCF and TMG. The powers of disposition and voting of the shares held for BOC I and BOC II are held pursuant to investment
agreements entered into individually by the respective entities and TMG. As described above in Item 2, Mr. Peterson is the managing
member of TMG.

Item 7.  Material to Be Filed as Exhibits.

The following documents
are filed as Exhibits to this statement.

Exhibit A – Joint
Filing Agreement

SIGNATURE

After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true, complete and correct.

Exhibit 1

JOINT FILING AGREEMENT

Pursuant to Rule 13d-1(k)(1) under the
Securities Exchange act of 1934, the undersigned agree, as of March 5, 2018, that only one statement containing the information
required by Schedule 13D, and each amendment thereto, need to be filed with respect to the ownership by each of the undersigned
of shares of Common Stock of Boston Omaha Corporation, and such statement to which this Joint Filing Agreement is attached as Exhibit
1 is filed on behalf of each of the undersigned.