UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-A

 

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR 12(g) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Landmark Infrastructure Partners LP

(Exact name of registrant as specified in its charter)

 

Delaware

 

61-1742322

(State of incorporation or organization)

 

(I.R.S. Employer Identification No.)

 


 

2141 Rosecrans Avenue, Suite 2100

P.O. Box 3429

El Segundo, CA 90245

(Address of principal executive offices and zip code)

 

Securities to be registered pursuant to Section 12(b) of the Act:

 

Title of each class to be so registered

 

Name of each exchange on which
each class is to be registered

Common Units representing limited partner interests

 

The Nasdaq Stock Market LLC

 

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box x

 

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box o

 

Securities Act registration statement file number to which this form relates: 333-199221

 

Securities to be registered pursuant to Section 12(g) of the Act: None

 

 

 



 

Item 1.         Description of Registrant’s Securities to be Registered.

 

A description of the common units representing limited partner interests in Landmark Infrastructure Partners LP (the “Registrant”) is set forth under the captions  “The Offering,” “Cash Distribution Policy and Restrictions on Distributions,” “Provisions of Our Partnership Agreement Relating to Cash Distributions,” “Description of the Common Units” and “Our Partnership Agreement” in the prospectus included in the Registrant’s Registration Statement on Form S-l1 (Registration No. 333-199221), initially filed with the Securities and Exchange Commission (the “Commission”) on October 8, 2014 under the Securities Act of 1933, as amended, and will be set forth in any prospectus filed in accordance with Rule 424(b) thereunder, which description is incorporated herein by reference.

 

Item 2.         Exhibits.

 

The following exhibits to this Registration Statement on Form 8-A are incorporated by reference from the documents specified, which have been filed with the Commission.

 

Exhibit No.

 

Description

1.

 

Registrant’s Registration Statement on Form S-11 (Registration No. 333-199221), initially filed with the Securities and Exchange Commission on October 8, 2014, as amended (the “Form S-11 Registration Statement”) (incorporated herein by reference).

 

 

 

2.

 

Certificate of Limited Partnership of the Registrant (incorporated herein by reference to Exhibit 3.1 to the Form S-11 Registration Statement).

 

 

 

3.

 

Form of First Amended and Restated Agreement of Limited Partnership of the Registrant (incorporated herein by reference to Appendix A to the prospectus included in the Form S-11 Registration Statement).

 

 

 

4.

 

Specimen Unit Certificate for the Common Units (incorporated herein by reference to Exhibit A to the First Amended and Restated Agreement of Limited Partnership of the Registrant, which is included as Appendix A to the prospectus included in the Form S-11 Registration Statement).

 

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SIGNATURE

 

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

 

 

Landmark Infrastructure Partners LP

 

 

 

 

By:

Landmark Infrastructure Partners GP LLC,

 

 

its general partner

 

 

 

 

 

 

Date: November 7, 2014

By:

/s/ George P. Doyle

 

 

George P. Doyle

 

 

Chief Financial Officer and Treasurer

 

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EXHIBIT INDEX

 

Exhibit No.

 

Description

1.

 

Registrant’s Registration Statement on Form S-11 (Registration No. 333-199221), initially filed with the Securities and Exchange Commission on October 8, 2014, as amended (the “Form S-11 Registration Statement”) (incorporated herein by reference).

 

 

 

2.

 

Certificate of Limited Partnership of the Registrant (incorporated herein by reference to Exhibit 3.1 to the Form S-11 Registration Statement).

 

 

 

3.

 

Form of First Amended and Restated Agreement of Limited Partnership of the Registrant (incorporated herein by reference to Appendix A to the prospectus included in the Form S-11 Registration Statement).

 

 

 

4.

 

Specimen Unit Certificate for the Common Units (incorporated herein by reference to Exhibit A to the First Amended and Restated Agreement of Limited Partnership of the Registrant, which is included as Appendix A to the prospectus included in the Form S-11 Registration Statement).

 

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