UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): June 9, 2016

Landmark Infrastructure Partners LP

(Exact name of registrant as specified in its charter)

2141 Rosecrans Avenue, Suite 2100

El Segundo, CA 90245

(Address of principal executive office) (Zip Code)

(310) 598-3173

(Registrants’ telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o                                                                                    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o                                                                                    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o                                                                                    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o                                                                                    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On June 9, 2016, LMRK Issuer Co. LLC (“LMRK Issuer”) and LMRK Guarantor Co. LLC (“LMRK Guarantor”), each Delaware limited liability companies and indirect wholly owned special purpose subsidiaries of Landmark Infrastructure Partners LP (the “Partnership”) entered into a Note Purchase Agreement (the “Purchase Agreement”) with RBC Capital Markets, LLC (the “Initial Purchaser”), pursuant to which LMRK Issuer agreed to sell $116,600,000 aggregate principal amount of Secured Tenant Site Contract Revenue Notes, Series 2016-1 (the “Series 2016-1 Notes”) to the Initial Purchaser.

The net proceeds to the Issuer from the ABS offering, after deducting underwriting discounts and offering fees and expenses paid on the closing date, is expected to be approximately $113.5 million. Approximately $1 million of such net proceeds will be used by the Issuer to make initial deposits into the reserve accounts and the remainder is intended to be distributed to a subsidiary of the Partnership and used to repay indebtedness of the Partnership and its affiliates and for general partnership purposes.  The offering is expected to close on June 16, 2016, subject to customary closing conditions.

The Purchase Agreement contains customary representations, warranties and agreements of LMRK Issuer and LMRK Guarantor, and customary conditions to closing and indemnification obligations of LMRK Issuer, LMRK Guarantor and the Initial Purchaser, including for liabilities under the Securities Act of 1933, as amended (the “Securities Act”), other obligations of the parties, and termination provisions. The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, which is filed as Exhibit 1.1 hereto and incorporated by reference herein.

The Initial Purchaser and its affiliates have performed investment and commercial banking and advisory services for the Partnership and its affiliates from time to time for which they have received customary fees and expenses. The Initial Purchaser and its affiliates may, from time to time, engage in transactions with and perform services for the Partnership in the ordinary course of their business. Because affiliates of RBC Capital Markets, LLC are lenders under the Partnership’s revolving credit facility, the Initial Purchaser or its affiliates will receive a portion of the net proceeds from this offering (not including underwriting discounts and commissions) pursuant to the repayment of indebtedness thereunder.

Item 7.01 REGULATION FD DISCLOSURE

On June 10, 2016, the Partnership issued a press release announcing the pricing of $116,600,000 aggregate principal amount of Series 2016-1 Notes.  A copy of the press release, dated June 10, 2016 is furnished herewith as Exhibit 99.1.

This information presented herein under Item 7.01 and set forth in the attached press release included as Exhibit 99.1 to this report is deemed to be “furnished” solely pursuant to Item 7.01 of this report and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information or the exhibit be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act.

Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

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EXHIBIT INDEX

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