Sec Form 13D Filing - Landmark Dividend Holdings LLC @ Landmark Infrastructure Partners LP

Sec Form 13D Filing - Landmark Dividend Holdings LLC filing for Landmark Infrastructure Partners LP (LMRK) - 2021-06-22

Insider filing report for Changes in Beneficial Ownership

Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

Under the Securities Exchange Act of 1934

(Amendment No. 4)*

Landmark Infrastructure Partners LP

(Name of Issuer)

Common Units

(Title of Class of Securities)

51508J108

(CUSIP Number)

George P. Doyle

2141 Rosecrans Avenue

Suite 2100

El Segundo, CA 90245

Telephone: (310) 598-3173

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

June 2, 2021

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


1		NAMES OF REPORTING PERSONS Landmark Dividend Holdings LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware


1		NAMES OF REPORTING PERSONS AIM Landmark Holdings LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware


1		NAMES OF REPORTING PERSONS AIM Universal Holdings, LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

Explanatory Note:

This Amendment No. 4 amends and supplements the Schedule 13D (the “Schedule 13D”) originally filed on behalf of (i) Landmark Dividend LLC, a Delaware limited liability company (“Landmark”), (ii) Landmark Dividend Holdings LLC, a Delaware limited liability company (“Landmark Holdings”), (iii) AIM Landmark Holdings LLC, a Delaware limited liability company (“AIM Landmark”), and (iv) AIM Universal Holdings, LLC, a Delaware limited liability company (“AIM” and, together with Landmark Holdings and AIM Landmark, the “Reporting Persons”) with the Securities and Exchange Commission on November 25, 2015, as amended to date, relating to the Common Units of Landmark Infrastructure Partners LP (the “Issuer”). All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D.

Item 4. Purpose of Transaction.

Item 4 of this Schedule 13D is hereby amended and supplemented as follows:

As previously disclosed, on May 15, 2021, Landmark Dividend Holdings II LLC, an affiliate of the Reporting Persons (“Holdings II”) and Digital LD Management / Non-REIT Holdings, LP (together with its affiliates, “Digital Colony”) entered into a Purchase and Sale Agreement providing for the acquisition (the “Sponsor Acquisition”) of Landmark. The Sponsor Acquisition was completed on June 2, 2021, and as a result the Reporting Persons no longer beneficially own any Common Units held by Landmark.

Following the completion of the Sponsor Acquisition, Landmark Z-Unit Holdings LLC (“Landmark Z-Unit”) made an in-kind distribution of 55,097 Common Units to its members.

Item 5. Interest in Securities of the Issuer

Item 5 of this Schedule 13D is hereby amended and restated in its entirety as follows:

Landmark Dividend Holdings LLC

Amount beneficially owned: 0

Percent of class: 0%

Number of units as to which the person has:

Sole power to vote or to direct the vote: 0

ii.

Shared power to vote or to direct the vote: 0

iii.

Sole power to dispose or to direct the disposition of: 0

iv.

Shared power to dispose or to direct the disposition of: 0

AIM Landmark Holdings LLC

Amount beneficially owned: 0

Percent of class: 0%

Number of units as to which the person has:

Sole power to vote or to direct the vote: 0

ii.

Shared power to vote or to direct the vote: 0

iii.

Sole power to dispose or to direct the disposition of: 0

iv.

Shared power to dispose or to direct the disposition of: 0

AIM Universal Holdings, LLC

Amount beneficially owned: 0

Percent of class: 0%

Number of units as to which the person has:

Sole power to vote or to direct the vote: 0

ii.

Shared power to vote or to direct the vote: 0

iii.

Sole power to dispose or to direct the disposition of: 0

iv.

Shared power to dispose or to direct the disposition of: 0

(c) Except as described in Item 4 above, none of the Reporting Persons has effected any transactions in the Common Units during the past 60 days.

(d) Not applicable.

(e) This Amendment No. 4 is being filed to report that, as of June 2, 2021, the Reporting Persons ceased to be the beneficial owners of more than 5% of the Common Units.

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

Item 6 of this Schedule 13D is hereby amended and restated in its entirety as follows:

The information provided or incorporated by reference in Item 4 is hereby incorporated by reference herein.

SIGNATURE

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated: June 22, 2021


Landmark Dividend Holdings LLC

By:		/s/ Arthur P. Brazy, Jr.
		Arthur P. Brazy, Jr.
		Chief Executive Officer

AIM Landmark Holdings LLC

By:		AIM Universal Holdings LLC,
		its manager

By:		/s/ Matthew P. Carbone
		Matthew P. Carbone
		Managing Member

AIM Universal Holdings, LLC

By:		/s/ Matthew P. Carbone
		Matthew P. Carbone
		Managing Member

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

0

SHARED VOTING POWER

0

SOLE DISPOSITIVE POWER

0

SHARED DISPOSITIVE POWER

0