13D Filing: Magnolia Capital Fund, LP and BOSTON OMAHA Corp (BOMN)

Based on the foregoing:

Mr. Peterson may be deemed the beneficial owner of 7,935,719 shares of Common Stock held for the account of the MCF.

TMG may be deemed the beneficial owner of 7,935,719 shares of Common Stock held for the account of the MCF.

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

The Issuer’s prospectus dated June 15, 2017, and as filed with the SEC on June 16, 2017, listed 12,380,277 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 59.1% 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 the MCF:

The Reporting Persons acquired 3,461,538 shares of the Issuer’s Common Stock through its initial public offering on June 15, 2017. The shares were acquired at a price of $13 for a net purchase price of $45,000,000. The transaction was effected through the Reporting Persons’ account with the underwriting broker, Cowen and Company.

(d)	Except as disclosed herein, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock beneficially owned by each of the Reporting Persons.

(e)	This item is not applicable.

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

The powers of disposition and voting of the shares are held pursuant to a limited partnership agreement entered into between MCF and TMG.  As described above in Item 2, Mr. Peterson is the managing member of TMG.