4//SEC Filing
Digital LD HoldCo GP, LLC 4
Accession 0000899243-21-049772
CIK 0001615346other
Filed
Dec 26, 7:00 PM ET
Accepted
Dec 27, 4:31 PM ET
Size
26.7 KB
Accession
0000899243-21-049772
Insider Transaction Report
Form 4
Transactions
- Disposition to Issuer
Common Units (Limited Partner Interests)
2021-12-22−5,066,408→ 0 total(indirect: See Footnotes) - Other
Common Units (Limited Partner Interests)
2021-12-22+20,422,584→ 0 total(indirect: See Footnotes)
Digital LD HoldCo GP, LLC
10% Owner
Transactions
- Disposition to Issuer
Common Units (Limited Partner Interests)
2021-12-22−5,066,408→ 0 total(indirect: See Footnotes) - Other
Common Units (Limited Partner Interests)
2021-12-22+20,422,584→ 0 total(indirect: See Footnotes)
Colony NorthStar, Inc.
10% Owner
Transactions
- Disposition to Issuer
Common Units (Limited Partner Interests)
2021-12-22−5,066,408→ 0 total(indirect: See Footnotes) - Other
Common Units (Limited Partner Interests)
2021-12-22+20,422,584→ 0 total(indirect: See Footnotes)
Digital LD GP, LLC
10% Owner
Transactions
- Disposition to Issuer
Common Units (Limited Partner Interests)
2021-12-22−5,066,408→ 0 total(indirect: See Footnotes) - Other
Common Units (Limited Partner Interests)
2021-12-22+20,422,584→ 0 total(indirect: See Footnotes)
Transactions
- Disposition to Issuer
Common Units (Limited Partner Interests)
2021-12-22−5,066,408→ 0 total(indirect: See Footnotes) - Other
Common Units (Limited Partner Interests)
2021-12-22+20,422,584→ 0 total(indirect: See Footnotes)
LANDMARK DIVIDEND LLC
Director10% OwnerOther
Transactions
- Disposition to Issuer
Common Units (Limited Partner Interests)
2021-12-22−5,066,408→ 0 total(indirect: See Footnotes) - Other
Common Units (Limited Partner Interests)
2021-12-22+20,422,584→ 0 total(indirect: See Footnotes)
Digital Colony II (DE AIV), LP
10% Owner
Transactions
- Disposition to Issuer
Common Units (Limited Partner Interests)
2021-12-22−5,066,408→ 0 total(indirect: See Footnotes) - Other
Common Units (Limited Partner Interests)
2021-12-22+20,422,584→ 0 total(indirect: See Footnotes)
Digital Colony II GP, LLC
10% Owner
Transactions
- Other
Common Units (Limited Partner Interests)
2021-12-22+20,422,584→ 0 total(indirect: See Footnotes) - Disposition to Issuer
Common Units (Limited Partner Interests)
2021-12-22−5,066,408→ 0 total(indirect: See Footnotes)
Transactions
- Other
Common Units (Limited Partner Interests)
2021-12-22+20,422,584→ 0 total(indirect: See Footnotes) - Disposition to Issuer
Common Units (Limited Partner Interests)
2021-12-22−5,066,408→ 0 total(indirect: See Footnotes)
Colony DCP II HoldCo, LLC
10% Owner
Transactions
- Other
Common Units (Limited Partner Interests)
2021-12-22+20,422,584→ 0 total(indirect: See Footnotes) - Disposition to Issuer
Common Units (Limited Partner Interests)
2021-12-22−5,066,408→ 0 total(indirect: See Footnotes)
Footnotes (5)
- [F1]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.
- [F2]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).
- [F3]All of the Issuer's Common Units were canceled in the Merger.
- [F4]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.
- [F5]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.
Documents
Issuer
Landmark Infrastructure Partners LP
CIK 0001615346
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001867193
Filing Metadata
- Form type
- 4
- Filed
- Dec 26, 7:00 PM ET
- Accepted
- Dec 27, 4:31 PM ET
- Size
- 26.7 KB