Boston Omaha Corp Amends Sky Harbour Group Stake

TL;DR

BOMN filed an update on their Sky Harbour stake. Check the details.

AI Summary

Boston Omaha Corp filed an amendment (SC 13D/A) on May 21, 2024, regarding their holdings in Sky Harbour Group Corp. The filing indicates a change in their beneficial ownership, though specific dollar amounts or percentage changes are not detailed in this excerpt. The filing is an update to their previous disclosure.

Why It Matters

This filing signals a potential shift in the ownership structure or strategy of Sky Harbour Group Corp, which could impact its stock performance and future business decisions.

Risk Assessment

Risk Level: medium — Changes in beneficial ownership filings can indicate strategic shifts or potential activist involvement, which may carry inherent risks for the company and its investors.

Key Players & Entities

• Boston Omaha Corp (company) — Filing entity
• Sky Harbour Group Corp (company) — Subject company
• Joshua P. Weisenburge (person) — Signatory

FAQ

Key Financial Figures

• $0.0001 — suer) Class A common stock, par value $0.0001 per share (Title of Class of Securiti

Filing Documents

• bomn20240520_sc13da.htm (SC 13D/A) — 83KB
• 0001437749-24-017822.txt ( ) — 85KB

Security and Issuer

Item 1. Security and Issuer. This Amendment No. 1 (" Amendment No. 1 ") amends and supplements the Schedule 13D filed with the U.S. Securities and Exchange Commission on February 4, 2022 (together with the Amendment No. 1, the " Schedule 13D "). As further described in Item 6, this Amendment No. 1 is being filed in connection with the transfer of certain shares of Class A Stock pursuant to the Separation Agreement (as defined below). Each capitalized term used but not defined herein has the meaning ascribed to such term in the Schedule 13D. This Schedule 13D relates to shares of the Class A Stock of Sky Harbour Group Corporation, a Delaware corporation (the " Issuer "), whose principal executive office is located at 136 Tower Road, Hangar M, Suite 205, White Plains, NY 10604.

Identity and Background

Item 2. Identity and Background. (a) This Schedule 13D is being filed by Boston Omaha Corporation, a Delaware corporation (the " Reporting Person "). All investment and voting decisions for the Class A Stock held by the Reporting Person are made by the Reporting Person based on a majority consent of its investment committee, comprised of Mr. Adam K. Peterson and Mr. Joshua P. Weisenburger, each of whom expressly disclaims any beneficial ownership of the reported securities other than to the extent of any pecuniary indirect interest he may have therein as a stockholder of the Reporting Person. Current information concerning the identity and background of the directors and officers of the Reporting Person is set forth in Schedule I attached hereto, which is incorporated by reference to this Item 2. (b) The principal business address of the Reporting Person is 1601 Dodge Street, Suite 3300, Omaha, NE 68102. (c) The principal business of the Reporting Person is outdoor advertising, surety insurance and broadband telecommunications services. (d) (e) During the last five years, neither the Reporting Person nor, to the best of the Reporting Person's knowledge, any other person identified in Schedule I has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) 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.

Purpose of Transaction

Item 4. Purpose of Transaction. The information in Item 6 of this Schedule 13D is incorporated by reference into this Item 4. - 3 -

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer. (a) – (b) The following sets forth, as of the date of this Schedule 13D, the aggregate number of shares of Issuer's Class A Stock and percentage of Class A Stock (including Warrant Shares) beneficially owned by the Reporting Person, and which the Reporting Person has the sole or shared power to vote or to direct the vote, sole or shared power to dispose or to direct the disposition of, as of the date hereof, based on 24,638,948 outstanding shares of Class A Stock of the Issuer as of May 6, 2024, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the SEC on May 14, 2024, plus the Warrant Shares. The following also sets forth the combined voting power of the 20,406,810 shares of Class A Stock (including Warrant Shares) beneficially owned by the Reporting Person relative to the Issuer's total outstanding Common Stock, as to which the Reporting Person has the sole or shared power to vote or to direct the vote, and sole or shared power to dispose or to direct the disposition of, as of the date hereof, based on 24,638,948 shares of Class A Stock and 42,192,250 shares of the Issuer's Class B Stock issued and outstanding as of as of May 6, 2024, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the SEC on May 14, 2024, plus the Warrant Shares. The Reporting Person disposed of 281,250 shares of Class A Stock, as reported in the Form 4 filed with the Securities and Exchange Commission on February 24, 2023. Class A Common Stock Class B Common Stock Combined Voting Power Reporting Person Number (1) % (2) Number % (%) (3) Boston Omaha Corporation 20,406,810 63.1 % - - 27.4 % (1) Consists of 12,687,031 shares of Class A Stock and 7,719,779 Warrant Shares held by the Reporting Person. (2) Calculated based on the shares of Class A Stock, including Warrant Shares, beneficially owned by the Reporting Person relative to the Issuer's 24,638,948 outs

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

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

of the Schedule 13D is hereby supplemented as follows

Item 6 of the Schedule 13D is hereby supplemented as follows: The responses to Item 5 are incorporated by reference into this Item 6. Separation Agreement On May 9, 2024, the Reporting Person, Alex B. Rozek, and certain other parties set forth therein, entered into a Separation and Stock Repurchase Agreement (the " Separation Agreement ") in connection with Mr. Rozek's separation from the Reporting Person. The Separation Agreement provided for the transfer of the shares described below upon Mr. Rozek's agreeing to allow his right to revoke the Separation Agreement, which waiver of these revocation rights became effective on May 17, 2024. Pursuant to the Separation Agreement, among other things, the Reporting Person agreed to repurchase from Mr. Rozek and Boulderado Partners, LLC, an entity controlled by Mr. Rozek, shares and warrants of the Reporting Person in exchange for cash and 36,705 shares of Class A Stock, payable to Mr. Rozek, as well as cash and 194,738 shares of Class A Stock, payable to Boulderado Partners, LLC. In addition, pursuant to the Separation Agreement, Mr. Rozek received from the Reporting Person 200,000 shares of Class A Stock as part of his separation payments and benefits.

Material to Be Filed as Exhibits

Item 7. Material to Be Filed as Exhibits. Exhibit 1 Separation and Stock Repurchase Agreement, dated May 9, 2024, by and among the Reporting Person, Alex B. Rozek, and certain other parties thereto (incorporated by reference to the Reporting Person's Current Report on Form 8-K filed by the Reporting Person with the SEC on May 10, 2024). - 4 -

SIGNATURES

SIGNATURES 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. Dated: May 21, 2024 BOSTON OMAHA CORPORATION By: /s/ Joshua P. Weisenburger Name: Joshua P. Weisenburger - 5 - Schedule I The name, present principal occupation or employment and citizenship of each of the executive officers and directors of the Reporting Person are set forth below. The business address of each individual associated with the Reporting Person is c/o 1601 Dodge Street, Suite 3300, Omaha, NE 68102. Boston Omaha Corporation Name Present Principal Occupation or Employment Citizenship Adam K. Peterson Chairperson, President and Chief Executive Officer USA Joshua P. Weisenburger Chief Financial Officer USA Joseph M. Meisinger Chief Accounting Officer USA Bradford B. Briner Candidate for State Treasurer of the State of North Carolina (Director) USA Brendan J. Keating Manager of Boston Omaha Asset Management, LLC (Director) USA Frank H. Kenan II Co-Founder and Principal of KD Capital Management, LLC (Director) USA Jeffrey C. Royal President of Dundee Bank (Director) USA Vishnu Srinivasan Chief Investment Officer of The Ohio State University (Director) USA - 6 -

View Full Filing

View this SC 13D/A filing on SEC EDGAR