CFO, Treasurer, EVP Johnson Jay Lecoryelle converted options into 22,000 shares (SEC Form 4)
$LAMR
Real Estate Investment Trusts
Real Estate
| 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 |
|
|||||||||||||||
| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
LAMAR ADVERTISING CO/NEW [ LAMR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 08/19/2025 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
| 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 | ||||||
| Class A Common Stock | 08/19/2025 | M(1) | 22,000 | A | $0(1) | 22,000 | I | By Westview Capital Partners, LLC(2) | ||
| Class A Common Stock | 10,000 | D | ||||||||
|
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 | ||||||||
| LTIP Units(3) | (4) | 08/19/2025 | M(1) | 22,000 | (4) | (3)(4) | Class A Common Stock | 22,000 | $0(1) | 0 | I | By Westview Capital Partners, LLC(2) | |||
| Common Units | (5) | 08/19/2025 | M(1) | 22,000 | (5) | (5) | Class A Common Stock | 22,000 | $0(1)(5) | 22,000 | I | By Westview Capital Partners, LLC(2) | |||
| Common Units | (5) | 08/19/2025 | M(1) | 22,000 | (5) | (5) | Class A Common Stock | 22,000 | $0(1)(5) | 0 | I | By Westview Capital Partners, LLC(2) | |||
| LTIP Units(6) | (6) | (6) | (6) | Class A Common Stock | 33,600 | 33,600 | D | ||||||||
| LTIP Units(6) | (6) | (6) | (6) | Class A Common Stock | 19,800 | 19,800 | I | By Brawley Capital Partners, L.L.C.(7) | |||||||
| LTIP Units(6) | (6) | (6) | (6) | Class A Common Stock | 33,600 | 33,600 | I | By Blair Road, L.L.C.(8) | |||||||
| Explanation of Responses: |
| 1. These long-term incentive plan units ("LTIP Units") of Lamar Advertising Limited Partnership (the "OP"), the operating partnership of Lamar Advertising Company ("Lamar"), were converted into common partnership units of the OP ("Common Units"), and the Common Units were redeemed for an equal number of shares of the Lamar's Class A Common Stock in accordance with the OP's partnership agreement. |
| 2. The reporting person is a member and manager of Westview Capital Partners, LLC. |
| 3. Represents LTIP Units in the OP. The LTIP Units were issued pursuant to the Lamar's1996 Equity Incentive Plan, as amended. |
| 4. As described in the OP's partnership agreement, vested LTIP Units convert automatically into an equivalent number of Common Units. The Common Units are redeemable by the holder for cash or Class A common stock of Lamar on a one-for-one basis, at Lamar's election. |
| 5. Represents Common Units in the OP. Each Common Unit may be redeemed by the holder for cash or Class A common stock of Lamar on a one-for-one basis, at Lamar's election. |
| 6. These LTIP Units of the OP were issued in 2023, 2024, and 2025 under Lamar's 1996 Equity Incentive Plan, as amended, and following the occurrence of certain events and upon vesting, convert automatically into an equivalent number of Common Units. The Common Units are redeemable by the holder for cash or Class A common stock of Lamar on a one-for-one basis, at Lamar's election. |
| 7. The reporting person is a member and manager of Brawley Capital Partners, L.L.C. |
| 8. The reporting person is a member and manager of Blair Road, L.L.C. |
| /s/ James McIlwain, as attorney-in-fact | 08/20/2025 | |
| ** 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. | ||