Yellowstone Acquisition Company
01/27/2022 | Press release | Distributed by Public on 01/27/2022 15:06
Statement of Changes in Beneficial Ownership (Form 4)
Ownership Submission
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
(e.g., puts, calls, warrants, options, convertible securities)
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.
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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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(e.g., puts, calls, warrants, options, convertible securities)
| 1. Title of Derivate Security | 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 | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security | 8. Price of Derivative Security | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) | 11. Nature of Indirect Beneficial Ownership |
| Code | V | (A) | (D) | Date Exercisable | Expriation Date | Title | Amount or Number of Shares |
Reporting Owners
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Rozek Alexander Buffett C/O BOSTON OMAHA CORPORATION 1601 DODGE STREET, SUITE 3300 OMAHA, NE68102 |
X | X |
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BOC Yellowstone LLC C/O BOSTON OMAHA CORPORATION 1601 DODGE STREET, SUITE 3300 OMAHA, NE68102 |
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X |
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BOC Yellowstone II LLC C/O BOSTON OMAHA CORPORATION 1601 DODGE STREET, SUITE 3300 OMAHA, NE68102 |
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X |
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BOSTON OMAHA Corp C/O BOSTON OMAHA CORPORATION 1601 DODGE STREET, SUITE 3300 OMAHA, NE68102 |
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X |
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Signatures
| /s/ Alex B. Rozek | 2022-01-27 |
| **Signature of Reporting Person | Date |
| BOC Yellowstone LLC, By:/s/ Alex B. Rozek, its Manager | 2022-01-27 |
| **Signature of Reporting Person | Date |
| BOC Yellowstone II LLC, By: BOC Yellowstone LLC by: /s/ Alex B. Rozek, its Manager | 2022-01-27 |
| **Signature of Reporting Person | Date |
| Boston Omaha Corporation, By:/s/ Alex B. Rozek, its Co-Chief Executive Officer | 2022-01-27 |
| **Signature of Reporting Person | Date |
Explanation of Responses:
| (*) | If the form is filed by more than one reporting person, see Instruction 5(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) | Consists of 4,500,000 shares of Class A common stock purchased by Boston Omaha Corporation upon the closing of the business combination between Yellowstone Acquisition Company and Sky Harbour LLC (the "Business Combination"). Mr. Rozek disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary indirect interest he may have therein as a stockholder of Boston Omaha Corporation. |
| (2) | 3,193,474 of the reported shares were issued in connection with the automatic conversion of an equal number of shares of Class B common stock which converted to Class A common stock upon the closing of the Business Combination. These shares are held directly by BOC Yellowstone I and Alex B. Rozek is a manager of BOC Yellowstone LLC, which is owned by Boston Omaha Corporation. As such, he may be deemed to have or share beneficial ownership of the Class A common stock held directly by BOC Yellowstone LLC. Mr. Rozek disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary indirect interest he may have therein as a stockholder of Boston Omaha Corporation. |
| (3) | 206,250 of the reported shares and their applicable underlying derivative securities are held directly by BOC Yellowstone II LLC. BOC Yellowstone LLC is the sole managing member of BOC Yellowstone II LLC, and Alex B. Rozek is a manager of BOC Yellowstone LLC, which is owned by Boston Omaha Corporation. As such, he may be deemed to have or share beneficial ownership of the Class A common stock held directly by BOC Yellowstone II LLC. Mr. Rozek disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary indirect interest he may have therein as a stockholder of Boston Omaha Corporation. As such, he may be deemed to have or share beneficial ownership of the Class A common stock held directly by BOC Yellowstone II LLC. Each such person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly. |
| (4) | 5,500,000 of the reported shares were issued in connection with the automatic conversion of Series B Preferred Units of Sky Harbour LLC purchased in August 2021 and which convert to 5,500,000 shares of Class A common stock upon the closing of the Business Combination. These shares are held by Boston Omaha Corporation and Alex B. Rozek is a director of Boston Omaha Corporation. As such, he may be deemed to have or share beneficial ownership of the Class A common stock held directly by Boston Omaha Corporation. Mr. Rozek disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary indirect interest he may have therein as a stockholder of Boston Omaha Corporation. |