Item 1. Security and Issuer
This Schedule 13D relates to common units, representing limited partner interests (the “common units”), of Landmark Infrastructure Partners LP, a limited partnership organized in the State of Delaware (the “Issuer”).
The address of the Issuer’s principal executive offices is 400 Continental Blvd., Suite 500, P.O. Box 3429, El Segundo, CA 90245.
Item 2. Identity and Background
This Schedule 13D is being filed by Verde Investments, Inc., an Arizona corporation (“Verde”). Verde’s business is to make and manage real estate and other commercial investments. Ernest C. Garcia II, a United states citizen, is the sole shareholder, director and President of Verde.
The principal business address of Verde is 100 Crescent Court, Suite 1100, Dallas, Texas 75201.
None of the directors and officers of Verde have been convicted in a criminal proceeding during the last five years.
None of the directors and officers of Verde have been party to any civil proceeding of a judicial or administrative body of competent jurisdiction and is not, as a result of any such proceeding subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws during the last five years.
Item 3. Source and Amount of Funds or Other Consideration
The source of funding for the common units held by Verde was the general working capital. The common units held by Verde are held in margin accounts together with other securities. Such margin accounts may from time to time have debit balances. Part of the purchase price of such common units was obtained through margin borrowing.
Item 4. Purpose of Transaction
Verde acquired the common units as an investment. Verde is considering all of its options relative to the Issuer and, while it does not have any present plan to do so, Verde reserves the right to propose transactions which relate to or would result in one or more of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D. Without limitation of the foregoing, from time to time and at any time, Verde may (i) acquire additional common units and/or other equity, debt, notes, instruments or other securities (collectively, “Securities”) of the Issuer (or its affiliates) in the open market or otherwise; (ii) dispose of any or all of its Securities in the open market or otherwise; or (iii) engage in any hedging or similar transactions with respect to the Securities.
Item 5. Interest in Securities of the Issuer
(a)
Verde may be deemed to beneficially own, in the aggregate, 2,058,283 common units, representing approximately 8.075% of the Issuer’s outstanding common units (based upon the 25,488,992 common units stated to be outstanding as of April 29, 2021 by the Issuer in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 5, 2021).
(b)
Verde has sole voting power and sole dispositive power with regard to 2,058,283 common units. Mr. Garcia (as disclosed in Item 2), may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) such common units. Mr. Garcia disclaims beneficial ownership of such Shares for all other purposes.
The responses of Verde to rows (7) through (11) of the cover pages of this Schedule 13D are incorporated herein by reference.
