SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
LANDMARK DIVIDEND LLC

(Last) (First) (Middle)
2141 ROSECRANS AVENUE
SUITE 2100

(Street)
EL SEGUNDO CA 90245

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Landmark Infrastructure Partners LP [ LMRK ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
02/15/2018
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
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 V Amount (A) or (D) Price
COMMON UNITS (LIMITED PARTNER INTERESTS) 02/15/2018 C(1) 3,135,109 A (1) 3,135,109 I(2) By Landmark Dividend LLC(2)
COMMON UNITS (LIMITED PARTNER INTERESTS) 130,257 I By Landmark Dividend Holdings LLC
COMMON UNITS (LIMITED PARTNER INTERESTS) 55,097 I By Landmark Z-Unit Holdings LLC
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
SUBORDINATED UNITS (LIMITED PARTNER INTERESTS) (1) 02/15/2018 C(1) 3,135,109 (1) (1) COMMON UNITS (LIMITED PARTNER INTERESTS) 3,135,109 $0.00(1) 0 I(2) By Landmark Dividend LLC(2)
1. Name and Address of Reporting Person*
LANDMARK DIVIDEND LLC

(Last) (First) (Middle)
2141 ROSECRANS AVENUE
SUITE 2100

(Street)
EL SEGUNDO CA 90245

(City) (State) (Zip)
1. Name and Address of Reporting Person*
AIM Universal Holdings, LLC

(Last) (First) (Middle)
950 TOWER LANE,
SUITE 800

(Street)
FOSTER CITY CA 94404

(City) (State) (Zip)
1. Name and Address of Reporting Person*
AIM LANDMARK HOLDINGS, LLC

(Last) (First) (Middle)
950 TOWER LANE,
SUITE 800

(Street)
FOSTER CITY CA 94404

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Landmark Dividend Holdings LLC

(Last) (First) (Middle)
2141 ROSECRANS AVE
SUITE 2100

(Street)
EL SEGUNDO CA 90245

(City) (State) (Zip)
Explanation of Responses:
1. Represents the conversion of 3,135,109 subordinated units representing limited partner interests in the Issuer, which were converted into common units representing limited partner interests on a one-to-one basis upon expiration of the subordination period, which occurred on February 15, 2018, as set forth in Amendment No. 1 to the Third Amended and Restated Agreement of Limited Partnership of Landmark Infrastructure Partners LP.
2. This Form 4 is filed jointly by Landmark Dividend LLC ("Landmark Dividend"), Landmark Dividend Holdings LLC ("Landmark Holdings"), AIM Landmark Holdings,LLC ("AIM Landmark") and AIM Universal Holdings, LLC ("AIM"). Landmark Dividend is indirectly owned and managed by Landmark Holdings. Landmark Z-Unit Holdings LLC ("Z-Unit") is directly owned and managed by Landmark Holdings. AIM Landmark, through a wholly-owned subsidiary, holds a majority of the ownership interests in Landmark Holdings and is entitled to elect the majority of the members of the board of managers of Landmark Holdings. AIM Landmark is controlled by AIM. Each of AIM, AIM Landmark and Landmark Holdings may be deemed to indirectly beneficially own the securities held by Landmark Dividend and Z-Unit, but disclaim beneficial ownership except to the extent of their respective pecuniary interests therein.
Remarks:
Landmark Dividend LLC, By: /s/ Arthur P. Brazy, Jr., Chief Executive Officer of Landmark Dividend Holdings LLC, managing member of Landmark Dividend Holdings II LLC, the sole member of Landmark Dividend LLC 02/20/2018
AIM Universal Holdings, LLC, By: /s/ Matthew P. Carbone, Managing Member 02/20/2018
AIM Landmark Holdings, LLC, By: /s/ Matthew P. Carbone, Managing Member of AIM Universal Holdings, LLC, the sole manager of AIM Landmark Holdings, LLC 02/20/2018
Landmark Dividend Holdings LLC, By: /s/ Arthur P. Brazy, Jr., Chief Executive Officer 02/20/2018
** Signature of Reporting Person Date
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