Magnolia Capital Fund Amends Boston Omaha Stake

TL;DR

Magnolia Capital Fund just updated their Boston Omaha stake again. Watch this space.

AI Summary

Magnolia Capital Fund, LP has amended its Schedule 13D filing for Boston Omaha Corporation, reporting a change in beneficial ownership as of May 16, 2024. The filing indicates a shift in their stake in the company, though specific new ownership percentages or dollar amounts are not detailed in this excerpt. This amendment is the tenth such filing for Boston Omaha Corporation.

Why It Matters

Changes in significant shareholder filings like this can signal shifts in investor sentiment or strategy, potentially impacting the stock price of Boston Omaha Corporation.

Risk Assessment

Risk Level: medium — Amendments to Schedule 13D filings often indicate significant changes in a major shareholder's position, which can lead to increased stock volatility.

Key Numbers

• 10 — Amendment Number (Indicates this is the tenth amendment to the filing.)

Key Players & Entities

• Magnolia Capital Fund, LP (company) — Filing entity
• Boston Omaha Corporation (company) — Subject company
• May 16, 2024 (date) — Date of event requiring filing

FAQ

Key Financial Figures

• $0.001 — ssuer) Class A common stock, par value $0.001 per share (Title of Class of Securitie
• $5,252,568.00 — ants. Its cost basis in these assets is $5,252,568.00. Consideration for these assets came fr
• $15,017.33 — children's accounts at a cost basis of $15,017.33 on September 11, 2023. 87,962 of the sh
• $1,011,033.67 — as of June 30, 2018 at a cost basis of $1,011,033.67. Consideration for these shares, when o
• $150,000 — ased by Mr. Peterson at a cost basis of $150,000. The shares were purchased by Mr. Peter
• $2,621,819.20 — son on June 23, 2021 at a cost basis of $2,621,819.20. 193,791 of the shares held directly by
• $4,398,865.30 — son on July 26, 2021 at a cost basis of $4,398,865.30. 93,176 of the shares held directly by
• $1,070,961.18 — kind to Mr. Peterson at a cost basis of $1,070,961.18 on November 22, 2022. (3) BOC I direc
• $44,000,000 — at an aggregated price of approximately $44,000,000, and consideration for these shares of
• $33,264,874 — l cost basis at the time of purchase of $33,264,874.98, and consideration for these shares
• $67,499,844 — t the time of purchase of approximately $67,499,844, and consideration for these shares of
• $2,448,252 — t the time of purchase of approximately $2,448,252, and consideration for these shares of
• $11,292,085.76 — aggregated cost basis of approximately $11,292,085.76. Effective May 25, 2022, 1,400,000 addi
• $15,330,808.22 — n aggregate cost basis of approximately $15,330,808.22. Item 4. Purpose of Transaction. Th
• $8.00 — 2 Class B warrants at a strike price of $8.00 and 51,516 Class B warrants at a strike

Filing Documents

• fp0088508-1_sc13da.htm (SC 13D/A) — 88KB
• fp0088508-1_ex99a.htm (EX-99.A) — 6KB
• 0001398344-24-009921.txt ( ) — 96KB

Security and Issuer

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 1601 Dodge Street, Suite 3300, Omaha, Nebraska 68102.

Identity and Background

Item 2. Identity and Background. (a)-(c) This Schedule 13D is being jointly filed by Magnolia Capital Fund, LP (“MCF”), Magnolia BOC I, LP (“BOC I”), 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, par value $0.001 per share of the Issuer (the “Common Stock”) owned directly by MCF, BOC I, TMG, and Mr. Peterson. TMG is the general partner of MCF and BOC I. 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 and BOC I and, as a result, may be deemed to be indirect beneficial owners of shares of Common Stock held by MCF and BOC I. TMG and Mr. Peterson disclaim beneficial ownership of the Common Stock held by MCF and BOC I. Mr. Peterson may exercise voting and dispositive power over the Common Stock he holds directly for his own account and that are held in the account of TMG. The principal business address of each of the Reporting Persons is 1601 Dodge Street, Suite 3300 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 and BOC I are Delaware limited partnerships. TMG is an Nebraska limited liability company and registered investment adviser. Mr. Peterson is a U.S.citizen.

Source or Amount of Funds or Other Consideration

Item 3. Source or Amount of Funds or Other Consideration. The source and consideration for the Common Stock beneficially owned by the Reporting Persons, as described in this Schedule 13D, are as follows: (1) MCF directly holds 527,780 shares of Class B Common Stock and 52,778 Class B warrants. Its cost basis in these assets is $5,252,568.00. Consideration for these assets came from the working capital of MCF. (2) Adam K. Peterson directly holds 522,231 shares of Common Stock. Mr. Peterson indirectly purchased 876 shares for his minor children's accounts at a cost basis of $15,017.33 on September 11, 2023. 87,962 of the shares held directly by Mr. Peterson were originally purchased by MCF and distributed in-kind to Mr. Peterson effective as of June 30, 2018 at a cost basis of $1,011,033.67. Consideration for these shares, when originally purchased, came from the working capital of MCF. Effective as of May 28, 2020, 9,375 additional shares of Common Stock were purchased by Mr. Peterson at a cost basis of $150,000. The shares were purchased by Mr. Peterson. 137,927 of the shares held directly by Mr. Peterson were originally held by BOC II and distributed in-kind to Mr. Peterson on June 23, 2021 at a cost basis of $2,621,819.20. 193,791 of the shares held directly by Mr. Peterson were originally held by BOC and distributed in-kind to Mr. Peterson on July 26, 2021 at a cost basis of $4,398,865.30. 93,176 of the shares held directly by Mr. Peterson were originally held by TMG and distributed in-kind to Mr. Peterson at a cost basis of $1,070,961.18 on November 22, 2022. (3) BOC I directly holds 5,589,253 shares of Common Stock. 1,888,412 shares of the Common Stock were purchased by TMG for the benefit of BOC I at an aggregated price of approximately $44,000,000, and consideration for these shares of Common Stock came from the working capital of BOC I. Effective as of June 30, 2018, 2,894,120 additional shares of Common Stock were contributed in-kind to BOC I, at an

Purpose of Transaction

Item 4. Purpose of Transaction. This Schedule 13D amendment is being filed to report that, effective May 16, 2024, BOC has newly issued a 10-Q highlighting the recent changes in their shares outstanding. 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. All purchases of the Common Stock were based on the belief that such securities, when purchased, were undervalued and represented an attractive investment opportunity. 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 Persons have no specific plan or proposal to acquire additional Common Stock or dispose of the Common Stock, Reporting Persons 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 Chief Executive Officer and 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. 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.

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer. (a) Currently, the Reporting persons beneficially own 6,112,360 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 6,692,918 shares of Common Stock held for himself and the accounts of MCF and BOC I. TMG may be deemed the beneficial owner of 6,169,811 shares of Common Stock held for itself and the accounts of the MCF and BOC I. MCF may be deemed the beneficial owner of 580,558 shares of Common Stock that it holds. BOC I may be deemed the beneficial owner of 5,589,253 shares of Common Stock that it holds. BOC II no longer holds any shares of Common Stock. The Issuer's 10-Q, filed on May 13, 2024, listed 30,931,349 shares of the Issuer's Class A common stock outstanding, and 527,780 shares of Class B common stock outstanding. The shares beneficially owned, in total, represent approximately 21.2% of the shares issued and outstanding. For purposes of determining the number of shares outstanding, for those Reporting Persons that report beneficial count. (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) No acquisition or disposition by the R

Contracts, Arrangements, Understandings or Relationships

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 are held pursuant to a limited partnership agreement entered into by and between BOC I and TMG. As described above in Item 2, Mr. Peterson is the managing member of TMG. The Reporting Persons entered into a lock-up agreement with Wells Fargo Securities, LLC in the form of, and as described in, the Issuer's 8-K filed April 1, 2021.

Material to Be Filed as Exhibits

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. Magnolia Capital Fund, LP By: The Magnolia Group, LLC, General Partner By: /s/ Adam K. Peterson Name: Adam K. Peterson Title: Manager Date: May 20, 2024 Magnolia BOC I, LP By: The Magnolia Group, LLC, General Partner By: /s/ Adam K. Peterson Name: Adam K. Peterson Title: Manager Date: May 20, 2024 The Magnolia Group, LLC By: The Magnolia Group, LLC By: /s/ Adam K. Peterson Name: Adam K. Peterson Title: Manager Date: May 20, 2024 Adam K. Peterson By: /s/ Adam K. Peterson Name: Adam K. Peterson Date: May 20, 2024

View Full Filing

View this SC 13D/A filing on SEC EDGAR