Landmark Infrastructure Partners LP (NASDAQ:LMRK) Files An 8-K Submission of Matters to a Vote of Security Holders
Item 5.07 – Submission of Matters to a Vote of Security Holders.

On July20, 2017, Landmark Infrastructure Partners LP (the “Partnership”) held a special meeting of its unitholders (the “Special Meeting”) for the purpose of approving a proposal to amend its Third Amended and Restated Agreement of Limited Partnership (the “LPA”). Under the terms of the LPA, the proposal required the approval of (i)holders of a majority of the Partnership’s outstanding common units, excluding those held by the Partnership’s general partner and its affiliates (collectively, the “non-affiliated common units”), and (ii)holders of at least a majority of the Partnership’s outstanding subordinated units, each voting as separate classes. A total of 10,026,138 non-affiliated common units were present in person or by proxy, representing approximately 52.66 percent of the Partnership’s outstanding non-affiliated common units as of May23, 2017, the record date for the Special Meeting (the “Record Date”). A total of 3,135,109 subordinated units were present in person or by proxy, representing 100 percent of the Partnership’s outstanding subordinated units as of the Record Date. Below are the results for the proposal considered and voted upon at the Special Meeting, which was described in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on May31, 2017.

Amendment: To approve an amendment (the “Amendment”) to the Partnership’s Third Amended and Restated Agreement of Limited Partnership, which will impose certain ownership limitations and transfer restrictions on partnership interests in the Partnership, in order to prevent the Partnership from having five or fewer individual investors who own 50% or more of the partnership interests in the Partnership. The Amendment is necessary to facilitate the Partnership’s previously announced plan to reorganize its operating structure (the “Reorganization”) by moving substantially all of its operating assets to a controlled subsidiary that is intended to qualify as a real estate investment trust (a “REIT”), as defined in Section856 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”). The Amendment also makes changes relating to the allocation of income, gain, loss and deduction to properly account for the internal reorganization. A copy of the Amendment is attached as Annex A to the proxy statement.

Non-Affiliated Common Units

Subordinated Units

Item 5.07 – Other Events.

The Partnership intends to adopt the Amendment in connection with the Reorganization. The Amendment contains restrictions on the ownership and transfer of partnership interests in the Partnership that are intended to assist the Partnership and the controlled subsidiary in complying with certain REIT requirements under the Code and the ability of the controlled subsidiary to qualify as a REIT.

The Amendment provides that (subject to certain exceptions) no person or entity may actually or beneficially own, or be deemed to own by virtue of the applicable constructive ownership provisions of the Code, more than 9.8% of the interests in the Partnership’s capital or profits, or in any class or series of outstanding partnership interests (determined based on the value or number of units of such class or series, whichever is more restrictive), including our common units, subordinated units and our preferred units.

The Partnership expects to adopt the Amendment as early as July31, 2017, but in any event no later than the end of the third quarter.

About Landmark Infrastructure Partners LP (NASDAQ:LMRK)

Landmark Infrastructure Partners LP is engaged in acquiring, owning and managing a portfolio of real property interests. The Company leases its properties to companies in the wireless communication, outdoor advertising and renewable power generation industries. Its segments include Wireless Communication, Outdoor Advertising, Renewable Power Generation and Corporate. The Wireless Communication segment consists of leasing real property interests to companies in the wireless communication industry in the United States. The Outdoor Advertising segment consists of leasing real property interests to companies in the outdoor advertising industry in the United States. The Renewable Power Generation segment consists of leasing real property interests to companies in the renewable power industry in the United States. Its property interests underlie its tenants’ infrastructure assets, including freestanding cellular towers and rooftop wireless sites, billboards, wind turbines and solar arrays.