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
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Peterson Adam K
2. Issuer Name and Ticker or Trading Symbol

BOSTON OMAHA Corp [ BOMN ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    __X__ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
Co-Chief Executive Officer
(Last)          (First)          (Middle)

1601 DODGE STREET, SUITE 3300, 
3. Date of Earliest Transaction (MM/DD/YYYY)

5/25/2022
(Street)

OMAHA, NE 68102
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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
Class A Common Stock, par value $0.001 per share 5/25/2022  J(4)  1400000 D$0 6692042 (5)D (1)(2)(3) 

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares

Explanation of Responses:
(1) The reported shares are directly owned by Adam K. Peterson ("Mr. Peterson"), The Magnolia Group, LLC ("TMG"), Magnolia Capital Fund ("MCF"), and Magnolia BOC I, LP ("BOC I"). TMG is the general partner and investment manager of MCF and BOC I. Mr. Peterson is the managing member of TMG. TMG and Mr. Peterson could both be deemed to share indirect beneficial ownership of the shares reported herein for those reporting persons.
(2) TMG and Mr. Peterson disclaim beneficial ownership with respect to the shares held by MCF and BOC I except to the extent of their respective pecuniary interests therein, and this report shall not be deemed an admission of beneficial ownership of these securities for Section 16 or for any other purposes.
(3) Mr. Peterson serves as a director of the Issuer, and as the co-chief executive officer of the Issuer.
(4) BOC I distributed in-kind to its partners 1,400,000 shares of the Issuer's Common Stock on May 25, 2022. As a result of the distribution the number of shares reported by BOC I is decreased by 1,400,000 (with a corresponding decrease in the number of shares beneficially owned by TMG, as the general partner of BOC I, and Adam Peterson, as the managing member of TMG).
(5) MCF may be the beneficial owner of 580,558 shares of Common Stock that it holds (comprised of 527,780 shares of Class B Common Stock, 51,516 $10 Warrants to purchase Common Stock, and 1,262 $8 Warrants to purchase Common Stock). BOC I may be deemed the beneficial owner of 5,589,253 shares of Common Stock that it holds. TMG may be deemed the beneficial owner of 6,262,987 shares of Common Stock including the 93,176 shares of Common Stock that it holds directly and the shares held by MCF and BOC I. Adam Peterson may be deemed the beneficial owner of 6,692,042 shares of Common Stock including the 429,055 shares of Common Stock that he holds directly and the shares held by MCF, BOC I, and TMG.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Peterson Adam K
1601 DODGE STREET, SUITE 3300
OMAHA, NE 68102
XXCo-Chief Executive Officer
MAGNOLIA GROUP, LLC
1601 DODGE STREET
SUITE 3300
OMAHA, NE 68102

X

MAGNOLIA BOC I, LP
1601 DODGE STREET, SUITE 3300
OMAHA, NE 68102

X


Signatures
/s/ Adam K. Peterson on behalf of Magnolia BOC I, LP, by its General Partner, The Magnolia Group LLC5/26/2022
**Signature of Reporting PersonDate

/s/ Adam K. Peterson, managing member on behalf of The Magnolia Group, LLC5/26/2022
**Signature of Reporting PersonDate

/s/ Adam K. Peterson5/26/2022
**Signature of Reporting PersonDate


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*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).
Note:File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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.
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