Form 4 BOSTON OMAHA Corp For: May 25 Filed by: MAGNOLIA BOC I, LP

May 26, 2022 5:48 PM EDT

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FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
Peterson Adam K

(Last) (First) (Middle)
1601 DODGE STREET, SUITE 3300

(Street)
OMAHA NE 68102

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
BOSTON OMAHA Corp [ BOMN ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
Co-Chief Executive Officer
3. Date of Earliest Transaction (Month/Day/Year)
05/25/2022
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock, par value $0.001 per share 05/25/2022   J (4)   1,400,000 D $ 0 6,692,042 (5) D (1) (2) (3)  
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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 (Month/Day/Year) 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: 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 reported shares are directly owned by Adam K. Peterson ("Mr. Peterson"), The Magnolia Group, LLC ("TMG"), Magnolia Capital Fund ("MCF"), and Magnolia BOC I, LP ("BOC I"). TMG is the general partner and investment manager of MCF and BOC I. Mr. Peterson is the managing member of TMG. TMG and Mr. Peterson could both be deemed to share indirect beneficial ownership of the shares reported herein for those reporting persons.
2. TMG and Mr. Peterson disclaim beneficial ownership with respect to the shares held by MCF and BOC I except to the extent of their respective pecuniary interests therein, and this report shall not be deemed an admission of beneficial ownership of these securities for Section 16 or for any other purposes.
3. Mr. Peterson serves as a director of the Issuer, and as the co-chief executive officer of the Issuer.
4. BOC I distributed in-kind to its partners 1,400,000 shares of the Issuer's Common Stock on May 25, 2022. As a result of the distribution the number of shares reported by BOC I is decreased by 1,400,000 (with a corresponding decrease in the number of shares beneficially owned by TMG, as the general partner of BOC I, and Adam Peterson, as the managing member of TMG).
5. MCF may be the beneficial owner of 580,558 shares of Common Stock that it holds (comprised of 527,780 shares of Class B Common Stock, 51,516 $10 Warrants to purchase Common Stock, and 1,262 $8 Warrants to purchase Common Stock). BOC I may be deemed the beneficial owner of 5,589,253 shares of Common Stock that it holds. TMG may be deemed the beneficial owner of 6,262,987 shares of Common Stock including the 93,176 shares of Common Stock that it holds directly and the shares held by MCF and BOC I. Adam Peterson may be deemed the beneficial owner of 6,692,042 shares of Common Stock including the 429,055 shares of Common Stock that he holds directly and the shares held by MCF, BOC I, and TMG.
/s/ Adam K. Peterson on behalf of Magnolia BOC I, LP, by its General Partner, The Magnolia Group LLC 05/26/2022
** Signature of Reporting Person Date
/s/ Adam K. Peterson, managing member on behalf of The Magnolia Group, LLC 05/26/2022
** Signature of Reporting Person Date
/s/ Adam K. Peterson 05/26/2022
** 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 Number.


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