Check the
appropriate box to designate the rule pursuant to which this Schedule is filed:
* The remainder of this
cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior
cover page.
The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the
Securities Exchange Act of 1934 (the Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP No. 512816-10-9
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13G
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Page
2
of 9 Pages
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1
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NAMES OF
REPORTING PERSONS
The Reilly Family Limited Partnership
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP*
(a) ☐
(b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
State of Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
9,000,000
1
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6
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SHARED VOTING POWER
0
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7
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SOLE DISPOSITIVE POWER
9,000,000
1
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8
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SHARED DISPOSITIVE POWER
0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,000,000
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES* ☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
9.2%
2
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12
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TYPE OF REPORTING PERSON*
PN
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1
Consists of 9,000,000 shares of Class B Common Stock, $0.001 par value per share (the Class B Common Stock), which are convertible into shares of Class A Common Stock, $0.001 par value
per share (the Class A Common Stock), on a one-for-one basis.
2
Assumes the conversion of
all Class B Common Stock into Class A Common Stock. If the 9,000,000 shares of Class B Common Stock owned by the Reilly Family Limited Partnership (the RFLP) listed above were converted to Class A Common Stock and all other shares of
Class B Common Stock remained outstanding, the RFLP would own 9.7% of the Class A Common Stock. Based on 83,837,834 shares outstanding of Class A Common Stock as of December 31, 2017.
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CUSIP No. 512816-10-9
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13G
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Page
3
of 9 Pages
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1
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NAMES OF
REPORTING PERSONS
Kevin P. Reilly, Jr.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP*
(a) ☐
(b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
United States of America
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
11,710,949
3
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6
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SHARED VOTING POWER
0
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7
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SOLE DISPOSITIVE POWER
2, 710,949
4
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8
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SHARED DISPOSITIVE POWER
0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,685,446
3
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES* ☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
11.9%
5
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12
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TYPE OF REPORTING PERSON*
IN
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3
Includes: (i) 248,699 shares of Class A Common Stock; (ii) 100,000 shares of Class A Common Stock subject to stock options exercisable within 60 days of December 31, 2017; and
(iii) 11,362,250 shares of Class B Common Stock, 9,000,000 shares of which are held by the RFLP, of which Mr. Reilly is the Managing General Partner, and 566,211 shares of which are held by Ninemile, L.L.C. (Ninemile), of which Mr.
Reilly is the Manager. The Managing General Partner of the RFLP exercises sole voting power over the shares held by the RFLP, but disposition of the shares requires the approval of 50% of the general partnership interests in the RFLP. The Manager of
Ninemile exercises sole voting and dispositive power over the shares held by Ninemile.
4
Includes:
(i) 248,699 shares of Class A Common Stock; (ii) 100,000 shares of Class A Common Stock subject to stock options exercisable within 60 days of December 31, 2017; and (iii) 2,362,250 shares of Class B Common Stock, 566,211 shares of which are held by
Ninemile.
5
Assumes the conversion of all Class B Common Stock into Class A Common Stock. If the
11,362,250 shares of Class B Common Stock, 9,000,000 shares of which are held by the RFLP and 566,211 shares of which are held by Ninemile, were converted to Class A Common Stock and all other shares of Class B Common Stock remained outstanding, Mr.
Reilly would own 12.3% of the Class A Common Stock. Based on 83,837,834 shares outstanding of Class A Common Stock as of December 31, 2017.
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CUSIP No. 512816-10-9
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13G
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Page
4
of 9 Pages
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Item 1(a).
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Name of Issuer:
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Lamar Advertising Company
Item 1(b).
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Address of Issuers Principal Executive Offices:
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5321 Corporate Boulevard
Baton Rouge, Louisiana 70808
Item 2(a).
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Name of Person Filing:
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The Reilly Family Limited Partnership (the RFLP)
Kevin P. Reilly, Jr.
Item 2(b).
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Address of Principal Business Offices or, if None, Residence:
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For each Reporting
Person:
c/o Lamar Advertising Company
5321 Corporate Boulevard
Baton
Rouge, LA 70808
The RFLP is a Delaware limited partnership. The other Reporting Person is
a citizen of the United States of America.
Item 2(d).
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Title of Class of Securities:
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Class A Common Stock, $0.001 par value per
share. The Class B Common Stock, $0.001 par value per share, is convertible on a
one-for-one
basis into shares of Class A Common Stock. (Generally,
Class B Common Stock is entitled to ten votes per share, whereas Class A Stock is entitled to one vote per share.)
512816-10-9
Item 3.
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If This Statement is Filed Pursuant to Rule
13d-1(b),
or
13d-2(b)
or (c), Check Whether the Person Filing is a:
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(a) ☐
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Broker or dealer registered under Section 15 of the Exchange Act.
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(b) ☐
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Bank as defined in Section 3(a)(6) of the Exchange Act.
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CUSIP No. 512816-10-9
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13G
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Page
5
of 9 Pages
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(c) ☐
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Insurance company as defined in Section 3(a)(19) of the Exchange Act.
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(d) ☐
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Investment Company registered under Section 8 of the Investment Company Act of 1940.
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(e) ☐
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An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E);
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(f) ☐
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An employee benefit plan or endowment fund in accordance with Rule
13d-1(b)(1)(ii)(F);
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(g) ☐
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A parent holding company or control person in accordance with Rule
13d-1(b)(1)(ii)(G);
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(h) ☐
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
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(i) ☐
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A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
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(j) ☐
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A
non-U.S.
institution in accordance with Rule
13d-1(b)(1)(ii)(J)
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(j) ☐
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Group, in accordance with Rule
13d-1(b)(1)(ii)(K).
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If
filing as a
non-U.S.
institution in accordance with Rule
13d-1(b)(1)(ii)(J),
please specify the type of institution: Not applicable.
Item 4.
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Ownership (as of December 31, 2017):
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Provide the following information regarding
the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
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(a)
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Amount beneficially owned:
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See Box 9 on cover pages.
See Box 11 on cover pages.
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(c)
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Number of shares as to which such person has:
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(i)
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Sole power to vote or direct the vote:
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See Box 5 on cover pages.
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CUSIP No. 512816-10-9
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13G
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Page
6
of 9 Pages
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(ii)
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Shared power to vote or direct the vote:
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See Box 6 on cover pages.
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(iii)
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Sole power to dispose or to direct the disposition of:
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See Box 7 on cover pages.
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(iv)
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Shared power to dispose or to direct the disposition of:
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See Box 8 on cover pages.
Item 5.
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Ownership of Five Percent or Less of a Class.
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If this statement is being filed to
report the fact that as of the date hereof the reporting person had ceased to be the beneficial owner of more than five percent of the class of securities, check the following. ☐
Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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Not applicable.
Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
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Not applicable.
Item 8.
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Identification and Classification of Members of the Group.
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Not applicable.
Item 9.
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Notice of Dissolution of Group.
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Not applicable.
Not applicable.
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CUSIP No. 512816-10-9
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13G
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Page
7
of 9 Pages
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: February 14, 2018
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The Reilly Family Limited Partnership
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By:
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/s/ Kevin P. Reilly, Jr.
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Name:
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Kevin P. Reilly, Jr.
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Title:
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Managing General Partner
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/s/ Kevin P. Reilly, Jr.
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Kevin P. Reilly, Jr.
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The original statement shall be signed by each person on whose behalf the statement is filed or his
authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of the filing person), evidence of the representatives authority to sign on behalf
of such person shall be filed with the statement,
provided, however
, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the
statement shall be typed or printed beneath his signature.
Note.
Schedules filed in paper format shall include a signed original and five copies
of the schedule, including all exhibits.
Attention:
Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18
U.S.C. 1001).
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CUSIP No. 512816-10-9
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13G
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Page
8
of 9 Pages
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EXHIBIT INDEX TO SCHEDULE 13G
Exhibit 1
Agreement as to Joint Filing of Amendment to
Schedule 13G.