SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
| Landmark Infrastructure Partners LP |
| (Name of Issuer) |
| Common Units representing limited partnership interests |
| (Title of Class of Securities) |
| August 30, 2016 |
| (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)
*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 the disclosures provided in a prior cover page.
The information required in 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 (“Exchange 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).
| Item 1(a). | Name of Issuer: |
Landmark Infrastructure Partners LP (the “Issuer”)
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
2141 Rosecrans Avenue, Suite 2100, El Segundo, CA 90245
| Item 2(a). | Name of Person Filing: |
This Amendment No. 1 to Schedule 13G (this “Amendment”) is being filed by Dennis S. Hersch, individually, and in his capacity as trustee of each of The Linden East Trust and The Linden West Trust (the “Reporting Person”).
| Item 2(b). | Address of Principal Business Office or, if None, Residence: |
The Reporting Person’s principal business address is 60 East 42nd St, Suite 1700, New York, NY 10165.
United States of America
| Item 2(d). | Title and Class of Securities: |
Common Units representing limited partnership interests (the “Common Units”)
51508J108
| Item 3. | If This Statement is Filed Pursuant to Rule 13d-1(b) or 13d-2(b) or (c), Check Whether the Person Filing is a: |
| (a) | ☐ | Broker or dealer registered under Section 15 of the Exchange Act |
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| (b) | ☐ | Bank as defined in Section 3(a)(6) of the Exchange Act |
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| (c) | ☐ | Insurance company as defined in Section 3(a)(19) of the Exchange Act |
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| (d) | ☐ | Investment company registered under Section 8 of the Investment Company Act |
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| (e) | ☐ | An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E) |
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| (f) | ☐ | An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F) |
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| (g) | ☐ | A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G) |
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| (h) | ☐ | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act |
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| (i) | ☐ | A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act |
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| (j) | ☐ | A non-U.S. institution in accordance with Rule 13d–1(b)(1)(ii)(J) |
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| (k) | ☐ | Group, in accordance with Rule 13d-1(b)(1)(ii)(K) |
If filing as a non-U.S. institution in accordance with Rule 13d–1(b)(1)(ii)(J), please specify the type of institution:
(a)-(c) The responses of the Reporting Person to Rows 5, 6, 7, 8, and 9, which relate to the beneficial ownership of the Common Units as of October 11, 2017 and August 30, 2016, are incorporated by reference. As of October 11, 2017 and August 30, 2016, the Reporting Person was the beneficial owner of 1,600,478 Common Units, which includes (a) 100,212 Common Units owned directly by Mr. Hersch, (b) 355,016 Common Units owned directly by The Linden East Trust, and (c) 1,145,250 Common Units owned directly by The Linden West Trust. This represented approximately 8.1% of the Common Units outstanding (based on the Common Units reported as outstanding as of July 31, 2017, in the Issuer’s Form 10-Q filed with the SEC on August 3, 2017) or 10.1% of the Common Units outstanding as of August 30, 2016.
| Item 5. | Ownership of Five Percent or Less of a Class. |
If this statement is being filed to report the fact that as of the date hereof the Reporting Person has ceased to be the beneficial owner of more than 5 percent of the Common Units, check the following ☐.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
The beneficiaries of The Linden East Trust and The Linden West Trust do not have the right to, but may receive (at the discretion of the trustees), dividends from, or the proceeds from the sale of, the Common Units held by such trusts.
| 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.
(c) By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
SIGNATURES
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.
Dated: October 11, 2017
| | /s/ | Dennis Hersch | |
| | | Dennis Hersch | |
