Alexander Buffett Rozek - May 9, 2024 Form 4 Insider Report for BOSTON OMAHA Corp (BOC)

Signature
/s/ Alexander B. Rozek
Stock symbol
BOC
Transactions as of
May 9, 2024
Transactions value $
-$12,344,168
Form type
4
Date filed
5/13/2024, 05:16 PM
Previous filing
Feb 20, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction BOC Class B common stock, par value $0.001 per share Other $0 -120K -13.19% $0.00 790K May 9, 2024 Direct F1, F2, F3, F4, F5
transaction BOC Class A common stock, par value $0.001 per share Other -$3.28M -210K -26.59% $15.63 580K May 9, 2024 Direct F3, F4, F5, F6, F9
transaction BOC Class B common stock, par value $0.001 per share Other -$8.25M -528K -91.03% $15.63 52K May 9, 2024 Direct F3, F4, F5, F7, F9
transaction BOC Warrants to Purchase Class B common stock, par value $0.001 Other -$813K -52K -100% $15.63 0 May 9, 2024 Direct F3, F4, F5, F8, F9
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Alexander Buffett Rozek is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 On May 9, 2024, Boulderado Partners, LLC ("BP") redeemed interests of BP held by Alexander B. Rozek, in consideration of the distribution to Mr. Rozek of the shares of Class B common stock of the Issuer. BP, BC and BG disclaim beneficial ownership over such shares held by Mr. Rozek.
F2 This is comprised of the 120,000 shares of Class B Common stock of the Issuer held by Mr. Rozek after the reported transaction and the fact that BP may be the beneficial owner of 669,774 shares of Common Stock that it holds (comprised of 407,780 shares of Class B Common Stock, 210,000 shares of Class A Common Stock and 51,994 Warrants to purchase Class B Common stock of the Issuer).
F3 Boulderado Capital, LLC ("BC"), Boulderado Group, LLC ("BG") and Mr. Rozek disclaim beneficial ownership 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.
F4 Mr. Rozek previously served as a director of the Issuer and was the Co-Chief Executive Officer and Co-President of the Issuer.
F5 The reported shares are directly owned by BP, other than the shares distributed to Mr. Rozek as described in footnote (1). BC is the managing member of BP. BG is the investment manager of BP. Mr. Rozek is the managing member of BP, BC and BG. BP, BC, BG and Mr. Rozek disclaim beneficial ownership 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.
F6 On May 9, 2024, BP sold all owned shares of Class A Common stock of the Issuer to the Issuer.
F7 On May 9, 2024 BP and Mr. Rozek sold all owned shares of Class B Common stock of the Issuer to the Issuer.
F8 On May 9, 2024 BP sold all owned Warrants to purchase Class B Common Stock of the Issuer to the Issuer. As a result, of this transaction and the transactions referenced above, none of Mr. Rozek, BP, BC or BG has any beneficial ownership of any securities of the Issuer.
F9 The aggregate purchase price payable to Mr. Rozek is $9,175,600 and the aggregate purchase price payable to BP is $9,951,113.62. This was based on the 30-day Volume Weighted Average Price of the shares of Class A Common stock of the Issuer measured two trading days before the sale. Part of the consideration payable to Mr. Rozek for his shares of Class B Common Stock includes a blocking/control premium of $7,300,000 which was determined using a valuation provided by The Brattle Group, a firm specializing in valuations of equity instruments.