| SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment
No. 28
)*
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LAMAR ADVERTISING CO/NEW (Name of Issuer) |
Class A Common Stock, $0.001 par value (Title of Class of Securities) |
512816109 (CUSIP Number) |
12/31/2024 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule
13d-1(b) |
| Rule
13d-1(c) |
 Rule
13d-1(d) |
SCHEDULE 13G |
| CUSIP No. | 512816109 |
| 1 | Names of Reporting Persons Reilly Family, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 9,000,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 8.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) PN |
SCHEDULE 13G |
| CUSIP No. | 512816109 |
| 1 | Names of Reporting Persons Kevin P. Reilly, Jr. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization UNITED STATES | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 11,818,857.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 11.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IN |
SCHEDULE 13G |
| Item 1. | |
| (a) | Name of issuer: LAMAR ADVERTISING CO/NEW |
| (b) | Address of issuer's principal executive
offices: C/O LAMAR ADVERTISING COMPANY 5321 Corporate Boulevard, Baton Rouge, Louisiana 70808 |
| Item 2. | |
| (a) | Name of person filing: Reilly Family, LLC
Kevin P. Reilly, Jr. |
| (b) | Address or principal business office or, if
none, residence: For each Reporting Person:
C/O Lamar Advertising Company
5321 Corporate Boulevard
Baton Rouge, LA 70808 |
| (c) | Citizenship: The RFLLC is a Delaware limited liability company. The other Reporting Person is a citizen of the United States of America. |
| (d) | Title of class of securities: Class A Common Stock, $0.001 par value |
| (e) | CUSIP No.: 512816109 |
| Item 4. | Ownership |
| (a) | Amount beneficially owned: See Box 9 on cover pages.
For Reilly Family, LLC ("RFLLC"), consists of 9,000,000 shares of Class B Common Stock, $0.001 par value per share (the "Class B Common Stock"), which are convertible into shares of Class A Common Stock, $0.001 par value per share (the "Class A Common Stock"), on a one-for-one basis.
For Mr. Reilly, includes: (i) 423,607 shares of Class A Common Stock, (ii) 11,362,250 shares of Class B Common Stock, 9,000,000 shares of which are held by the RFLLC, of which Mr. Reilly is the Executive Manager, 1,796,039 shares of which are held by Grand Pass, L.L.C ("Grand Pass") of which Mr. Reilly is the Manager and 566,211 shares of which are held by Ninemile, L.L.C. ("Ninemile"), of which Mr. Reilly is the Manager and (iii) 33,000 Common Units of Lamar Advertising Limited Partnership (the "OP"), which Common Units of the OP are redeemable by the holder for shares of Lamar Advertising Company Class A Common Stock after a holding period, or for cash at the general partner's option. The Executive Manager of the RFLLC exercises sole voting power over the shares held by the RFLLC, but disposition of the shares requires the approval of 75% of the Managers of the RFLLC. The Manager of Grand Pass has sole voting and dispositive power over the shares held by Grand Pass. The Manager of Ninemile exercises sole voting and dispositive power over the shares held by Ninemile. |
| (b) | Percent of class: See Box 11 on cover pages. Based on 87,937,722 shares outstanding of Class A Common Stock as of November 1, 2024.
For RFLLC, assumes the conversion of all Class B Common Stock into Class A Common Stock. If the 9,000,000 shares of Class B Common Stock owned by the RFLLC listed above were converted to Class A Common Stock and all other shares of Class B Common Stock remained outstanding, the RFLLC would own 9.3% of the Class A Common Stock. Based on 87,937,722 shares outstanding of Class A Common Stock as of November 1, 2024.
For Mr. Reilly, assumes the conversion of all Class B Common Stock into Class A Common Stock. If the 11,362,250 shares of Class B Common Stock, 9,000,000 shares of which are held by the RFLLC, 1,796,039 shares of which are held by Grand Pass and 566,211 shares of which are held by Ninemile, were converted to Class A Common Stock and all other shares of Class B Common Stock remained outstanding, Mr. Reilly would own 11.9% of the Class A Common Stock. Based on 87,937,722 shares outstanding of Class A Common Stock as of November 1, 2024. % |
| (c) | Number of shares as to which the person has: |
| (i) Sole power to vote or to direct the vote: See Box 5 on cover pages. | |
| (ii) Shared power to vote or to direct the
vote: See Box 6 on cover pages. | |
| (iii) Sole power to dispose or to direct the
disposition of: See Box 7 on cover pages. For Mr. Reilly, includes: (i) 423,607 shares of Class A Common Stock, (ii) 2,362,250 shares of Class B Common Stock, 1,796,039 shares of which are held by Grand Pass and 566,211 shares of which are held by Ninemile and (iii) 33,000 Common Units of the OP. | |
| (iv) Shared power to dispose or to direct the
disposition of: See Box 8 on cover pages. | |
| Item 5. | Ownership of 5 Percent or Less of a Class. |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
Not Applicable
| |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
Not Applicable
| |
| Item 8. | Identification and Classification of Members of the Group. |
Not Applicable
| |
| Item 9. | Notice of Dissolution of Group. |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| SIGNATURE | |
After reasonable inquiry and to the
best of my knowledge and belief, I certify that the information set forth in this statement is
true, complete and correct. |
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