Colony Capital Operating 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

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

X

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^*

LANDMARK DIVIDEND LLC

(Last) (First) (Middle)

400 N. CONTINENTAL BLVD.

SUITE 500

(Street)

EL SEGUNDO CA 90245

(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)
12/22/2021

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)	12/22/2021		D		5,066,408	D	(1)(2)	0(3)	I	See Footnotes(4)(5)
Common Units (Limited Partner Interests)	12/22/2021		J(1)		20,422,584	A	(1)(2)	0(3)	I	See Footnotes(4)(5)

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^*

LANDMARK DIVIDEND LLC

(Last) (First) (Middle)

400 N. CONTINENTAL BLVD.

SUITE 500

(Street)

EL SEGUNDO CA 90245

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Digital LD Management / Non-REIT Holdings, LP

(Last) (First) (Middle)

750 PARK OF COMMERCE DRIVE, SUITE 210

(Street)

BOCA RATON FL 33487

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Digital LD GP, LLC

(Last) (First) (Middle)

750 PARK OF COMMERCE DRIVE, SUITE 210

(Street)

BOCA RATON FL 33487

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

DCP II LD Management / Non-REIT HoldCo, LP

(Last) (First) (Middle)

750 PARK OF COMMERCE DRIVE, SUITE 210

(Street)

BOCA RATON FL 33487

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Digital LD HoldCo GP, LLC

(Last) (First) (Middle)

750 PARK OF COMMERCE DRIVE, SUITE 210

(Street)

BOCA RATON FL 33487

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Digital Colony II (DE AIV), LP

(Last) (First) (Middle)

750 PARK OF COMMERCE DRIVE, SUITE 210

(Street)

BOCA RATON FL 33487

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Digital Colony II GP, LLC

(Last) (First) (Middle)

750 PARK OF COMMERCE DRIVE, SUITE 210

(Street)

BOCA RATON FL 33487

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Colony DCP II HoldCo, LLC

(Last) (First) (Middle)

750 PARK OF COMMERCE DRIVE, SUITE 210

(Street)

BOCA RATON FL 33487

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

DigitalBridge Operating Company, LLC

(Last) (First) (Middle)

750 PARK OF COMMERCE DRIVE, SUITE 210

(Street)

BOCA RATON FL 33487

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

DigitalBridge Group, Inc.

(Last) (First) (Middle)

750 PARK OF COMMERCE DRIVE, SUITE 210

(Street)

BOCA RATON FL 33487

(City) (State) (Zip)

Explanation of Responses:

1. On December 22, 2021, pursuant to that certain Transaction Agreement (as amended, the "Transaction Agreement") dated as of August 21, 2021, by and among the Issuer, its related parties thereto, and LM DV Infrastructure, LLC ("LM DV Infra"), LM Infra Acquisition Company, LLC ("LM Infra"), Digital LD MergerCo LLC ("Merger Sub"), and Digital LD MergerCo II LLC ("Merger Sub II"), LM Infra completed its previously announced acquisition of all of the assets of the Issuer through a series of transactions culminating in (a) Merger Sub II merging with and into the Issuer with the Issuer surviving and (b) the Issuer then merging with and into Merger Sub with Merger Sub surviving and becoming a wholly owned subsidiary of LM Infra (together, the "Merger"). In connection with the Merger, each Common Unit of the Issuer held by the public (other than Common Units of the Issuer held by Landmark Dividend LLC and its affiliates) automatically converted into the right to receive $16.50 in cash.

2. In connection with the Merger, each Common Unit of the Issuer held by Landmark Dividend LLC and all incentive distribution rights were converted into an equity sales note in the principal amount of $83,595,732, issued by LM DV Infra in favor of Landmark Infrastructure Inc. and REIT LLC (or their designees).

3. All of the Issuer's Common Units were canceled in the Merger.

4. Reflects securities held by Landmark Dividend LLC and its affiliated entities. Landmark Dividend LLC is wholly owned by Digital LD Management / Non-REIT Holdings, LP. The general partner of Digital LD Management / Non-REIT Holdings, LP is Digital LD GP, LLC. Digital LD GP, LLC is wholly owned by DCP II LD Management / Non-REIT HoldCo, LP. The general partner of DCP II LD Management / Non-REIT HoldCo, LP is Digital LD HoldCo GP, LLC. Digital LD HoldCo GP, LLC is wholly owned by Digital Colony II (DE AIV), LP. The general partner of Digital Colony II (DE AIV), LP is Digital Colony II GP, LLC. Colony DCP II HoldCo, LLC is the sole owner of equity interests in Digital Colony II GP, LLC and DigitalBridge Operating Company, LLC is the sole owner of equity interests in Colony DCP II HoldCo, LLC. The managing member of DigitalBridge Operating Company, LLC is DigitalBridge Group, Inc.

5. Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.

Remarks:

The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person.

	LANDMARK DIVIDEND LLC By: /s/ George Doyle, Name: George Doyle, Title: Chief Financial Officer	12/27/2021
	DIGITAL LD MANAGEMENT / NON-REIT HOLDINGS, LP, By: Digital LD GP, LLC, its general partner, By: /s/ Geoffrey Goldschein, Name: Geoffrey Goldschein, Title: Vice President	12/27/2021
	DIGITAL LD GP, LLC, By: /s/ Geoffrey Goldschein, Name: Geoffrey Goldschein, Title: Vice President	12/27/2021
	DCP II LD MANAGEMENT / NON-REIT HOLDCO, LP, By: Digital LD HoldCo GP, LLC, its general partner, By: /s/ Geoffrey Goldschein, Name: Geoffrey Goldschein, Title: Vice President	12/27/2021
	DIGITAL LD HOLDCO GP, LLC, By: /s/ Geoffrey Goldschein, Name: Geoffrey Goldschein, Title: Vice President	12/27/2021
	DIGITAL COLONY II (DE AIV), LP, By: Digital Colony II GP, LLC, its general partner, By: /s/ Ronald M. Sanders, Name: Ronald M. Sanders, Title: Vice President	12/27/2021
	DIGITAL COLONY II GP, LLC, By: /s/ Ronald M. Sanders, Name: Ronald M. Sanders, Title: Vice President	12/27/2021
	COLONY DCP II HOLDCO, LLC, By: /s/ Ronald M. Sanders, Name: Ronald M. Sanders, Title: Vice President	12/27/2021
	DIGITALBRIDGE OPERATING COMPANY, LLC, By: /s/ Ronald M. Sanders, Name: Ronald M. Sanders, Title: Vice President, Secretary	12/27/2021
	DIGITALBRIDGE GROUP, INC., By: /s/ Ronald M. Sanders, Name: Ronald M. Sanders, Title: Executive Vice President, Chief Legal Officer and Secretary	12/27/2021
	** 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).
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 Number.