Mobile Infrastructure Corp — Director's Dealing 2023

Nov 13, 2023

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Mobile Infrastructure Corp (BEEP)
CIK: 0001847874
Period of Report: 2023-11-01

Reporting Person: Harvest Small Cap Partners, L.P. (N/A)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series 2 Convertible Preferred Stock	$3.67		Common Stock (1807356)		Direct

Footnotes

F1: Shares of Series 2 Convertible Preferred Stock ("Series 2 Preferred Stock") were acquired pursuant to a subscription agreement as part of a private placement immediately prior to the consummation of the mergers (the "Closing") contemplated by the Agreement and Plan of Merger, dated as of December 13, 2022, as amended as of March 23, 2023, by and among Mobile Infrastructure Corporation, Fifth Wall Acquisition Corp. III, a Cayman Islands exempted company ("FWAC"), and Queen Merger Corp. I, a Maryland corporation and wholly owned subsidiary of FWAC. Each share of Series 2 Preferred Stock will automatically convert into shares of common stock of the Issuer ("New MIC Common Stock") upon the earlier of December 31, 2023 (provided that there has been no suspension or removal of New MIC Common Stock from the NYSE American during the thirty (30)-day period following the Closing) or a change of control of the Issuer.

F2: Series 2 Preferred Stock is convertible into a number of shares of New MIC Common Stock equal to the quotient of (i) the sum of the $1,000 per share liquidation preference and any accrued dividends with respect to such share of Series 2 Preferred Stock as of the applicable conversion date and (ii) the conversion price of $3.67, provided that (x) such number is subject to certain anti-dilution adjustments and (y) a holder of Series 2 Preferred Stock will be entitled to receive cash in lieu of fractional shares. The disclosed number of shares of New MIC Common Stock does not include the conversion of any amounts of dividends at a cumulative annual rate of 10% of the $1,000 per share liquidation preference (the "Dividends") for a period of one year that shall be payable in New MIC Common Stock, when and as authorized by the board of directors of the Issuer.

F3: Based on conversion of 6,633 shares of Series 2 Preferred Stock. Does not include 180,735 shares of New MIC Common Stock issuable upon conversion of the Dividends, which would be received upon conversion of shares of Series 2 Preferred Stock on December 31, 2023 assuming the current conversion price and the authorization of the payment of the Dividends by the board of directors of the Issuer.