Landmark Infrastructure Partners (LMRK) Form 4 Change in insider ownership

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

AIM Universal Holdings, LLC

(Last) (First) (Middle)

950 TOWER LANE,

SUITE 800

(Street)

FOSTER CITY CA 94404

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Landmark Infrastructure Partners LP [ LMRK ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/30/2016

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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
COMMON UNITS (LIMITED PARTNER INTERESTS)	08/30/2016		A		25,509(2)	A	(2)	254,098(2)	I(1)	By Landmark Dividend Holdings LLC
COMMON UNITS (LIMITED PARTNER INTERESTS)								185,121	I(1)	By AIM Universal Holdings, LLC
COMMON UNITS (LIMITED PARTNER INTERESTS)								55,097	I(1)	By Landmark Z-Unit Holdings LLC

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	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 (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. 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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

AIM Universal Holdings, LLC

(Last) (First) (Middle)

950 TOWER LANE,

SUITE 800

(Street)

FOSTER CITY CA 94404

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

AIM LANDMARK HOLDINGS, LLC

(Last) (First) (Middle)

C/O AIM UNIVERSAL HOLDINGS, LLC

950 TOWER LANE, SUITE 800

(Street)

FOSTER CITY CA 94404

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Landmark Dividend Holdings LLC

(Last) (First) (Middle)

2141 ROSECRANS AVENUE

SUITE 2100

(Street)

EL SEGUNDO CA 90245

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

LANDMARK DIVIDEND LLC

(Last) (First) (Middle)

2141 ROSECRANS AVENUE

SUITE 2100

(Street)

EL SEGUNDO CA 90245

(City) (State) (Zip)

Explanation of Responses:

1. This Form 4 is filed jointly by Landmark Dividend LLC ("Landmark Dividend"), Landmark Dividend Holdings LLC ("Landmark Holdings"), AIM Landmark Holdings, LLC ("AIM Landmark") and AIM Universal Holdings, LLC ("AIM"). Landmark Dividend is indirectly owned and managed by Landmark Holdings. Landmark Z-Unit Holdings LLC ("Z-Unit") is directly owned and managed by Landmark Holdings. AIM Landmark, through a wholly-owned subsidiary, holds a majority of the ownership interests in Landmark Holdings and is entitled to elect the majority of the members of the board of managers of Landmark Holdings. AIM Landmark is controlled by AIM. Each of AIM, AIM Landmark and Landmark Holdings may be deemed to indirectly beneficially own the securities held by Landmark Dividend and Z-Unit, but disclaim beneficial ownership except to the extent of their respective pecuniary interests therein.

2. On August 30, 2016, Landmark Dividend Growth Fund - G LLC ("Fund G") sold 100% of the membership interest in LD Acquisition Company 12 LLC to the Issuer in exchange for 3,592,430 common units and cash (the "Transaction"). In connection with the Transaction, Fund G commenced winding up its affairs and distributed all of its assets to its direct and indirect members as required by its limited liability company agreement. Landmark Dividend, through its wholly-owned subsidiary, is the managing member of Fund G and therefore may be deemed to have indirect beneficial ownership over the securities held by Fund G, but only to the extent of Landmark Dividend's pecuniary interest therein. As a result of the distribution of assets in Fund G, on August 30, 2016, Landmark Dividend received 25,509 common units as a result of its partnership interest in Fund G and its pecuniary interest in the securities received by Fund G in the Transaction.

	AIM Universal Holdings, LLC; By: /s/ Matthew P. Carbone, Managing Member	09/01/2016
	AIM Landmark Holdings, LLC; By: /s/ Matthew P. Carbone, Managing Member of AIM Universal Holdings, LLC, the sole manager of AIM Landmark Holdings, LLC	09/01/2016
	Landmark Dividend Holdings LLC; By: /s/ Arthur P. Brazy, Jr., Chief Executive Officer	09/01/2016
	Landmark Dividend LLC; By: /s/ Arthur P. Brazy, Jr., Chief Executive Officer of Landmark Dividend Holdings LLC, managing member of Landmark Dividend Holdings II LLC, the sole member of Landmark Dividend LLC	09/01/2016
	** Signature of Reporting Person	Date
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).
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