SEC Info - Kenan Frank H. II - ‘4’ for 7/5/23 re: Boston Omaha Corp.

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person ^*

Kenan Frank H. II

2. Issuer Name and Ticker or Trading Symbol
BOSTON OMAHA Corp [BOC]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director

_____ 10% Owner

_____ Officer (give title below)

_____ Other (specify below)

(Last)

(First)

(Middle)

C/O BOSTON OMAHA CORPORATION, 1601 DODGE STREET, SUITE 3300

3. Date of Earliest Transaction (Month/Day/Year)
7/5/23

(Street)

OMAHA, NE 68102

4. If Amendment, Date Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Rule 10b5-1(c) Transaction Indication
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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

Amount

(A) or (D)

Price

Class A common stock, par value $0.001 per share

7/5/23

1,574 ⁽¹⁾

$19.06

2,750

Class A common stock, par value $0.001 per share

161,666

See footnote ⁽²⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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 control number.

SEC 1474 (9-02)

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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address

Relationships

Director

10% Owner

Officer

Other

Kenan Frank H. II
C/O BOSTON OMAHA CORPORATION
1601 DODGE STREET, SUITE 3300
OMAHA, NE 68102

Signatures

/s/ Frank H. Kenan, II

7/7/23

^**Signature of Reporting Person

Date

Explanation of Responses:

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).

(1)

The Reporting Person was granted 1,574 shares of restricted stock pursuant to the Boston Omaha Corporation 2022 Long-Term Incentive Plan. The shares will vest on the earlier of June 30, 2024 or the day immediately preceding the date of the Boston Omaha Corporation 2024 Annual Meeting of Stockholders and will automatically vest in full on a sale of the company, provided that the Reporting Person remains as a director of Boston Omaha Corporation on such applicable vesting date, subject to certain exemptions.

(2)

The reported shares are directly owned by KD Capital, L.P. and a trust under which Frank H. Kenan II is both the trustee and a beneficiary. Frank H. Kenan II is the manager of and owns 100% of KD Capital Management, LLC, which is the general partner of KD Capital, L.P. Mr. Kenan could be deemed to have indirect beneficial ownership of the shares reported herein.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

____________ Transaction Code:
A	Grant, award or other acquisition pursuant to Rule 16b-3(d).

Kenan Frank H. II – ‘4’ for 7/5/23 re: Boston Omaha Corp.

On: Friday, 7/7/23, at 4:02pm ET · For: 7/5/23 · As: Director · Accession #: 1437749-23-19597 · File #: 1-38113

Previous ‘4’: ‘4’ on 1/5/23 for 1/3/23 · Latest ‘4’: This Filing

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34

Filing Table of Contents

This ‘4’ Document is an XML Data File that may be rendered in various formats:

Reporting Owners

Signatures

Explanation of Responses:

Kenan Frank H. II – ‘4’ for 7/5/23 re: Boston Omaha Corp.

On: Friday, 7/7/23, at 4:02pm ET · For: 7/5/23 · As: Director · Accession #: 1437749-23-19597 · File #: 1-38113

Previous ‘4’: ‘4’ on 1/5/23 for 1/3/23 · Latest ‘4’: This Filing

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34Filing Table of Contents

This ‘4’ Document is an XML Data File that may be rendered in various formats:

Reporting Owners

Signatures

Explanation of Responses:

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34

Filing Table of Contents