Mobile Infrastructure Corp — Director's Dealing 2023

Aug 31, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Mobile Infrastructure Corp (BEEP)
CIK: 0001847874
Period of Report: 2023-08-29

Reporting Person: HSCP Strategic III L.P. (10% Owner, See Remarks)
Reporting Person: Osher Jeffrey (Director, 10% Owner)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-08-29	Common Units	$	M	638298	Acquired		Common Stock (638298)	Direct
2023-08-29	Common Units	$	F	482160	Disposed		Common Stock (482160)	Direct
2023-08-29	Class A Units	$7.83	M	638298	Disposed	2026-11-02	Common Stock (638298)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Common Units	$		Common Stock (11242635)	11242635	Indirect

Footnotes

F1: Represents common units of limited liability company interest ("Common Units") in Mobile Infra Operating Company, LLC (the "Operating Company"). Each Common Unit is intended to have an economic interest equivalent to one share of common stock of the Issuer. Subject to the terms and conditions of the Limited Liability Company Agreement of the Operating Company dated as of August 25, 2023 (the "OC Agreement"), Common Units are redeemable and may be exchanged, without consideration, by the holder of such Common Units for an equivalent number of shares of common stock of the Issuer or for the cash value of such shares, at the discretion of the Issuer. Common Units do not have an expiration date.

F2: The Issuer is a member of the Operating Company. The Issuer owns substantially all of its assets and conducts substantially all of its operations through the Operating Company. The Issuer is entitled to appoint one of two board members of the Operating Company, and such director is entitled to two votes on every matter submitted to a vote, whereas the other director is entitled to one vote on every matter submitted to a vote. Both current members of the board of directors of the Operating Company are also directors of the Issuer as of the date of this report.

F3: These securities are owned by Color Up, LLC ("Color Up"). HSCP Strategic III, L.P. ("HS3") is a member of Color Up and may be deemed to be a beneficial owner of such securities. HS3 disclaims beneficial ownership of these securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that HS3 is the beneficial owner of such securities for Section 16 or any other purpose.

F4: On August 29, 2023, HS3 exercised all of its Class A Units (as defined in footnote 5) to purchase 638,298 Common Units for $7.83 per unit. HS3 paid the exercise price on a cashless basis, resulting in the Issuer's withholding of 482,160 Common Units to pay the exercise price and issuing to HS3 the remaining 156,138 Common Units.

F5: Represents Class A Units of limited liability company interest ("Class A Units") in the Operating Company. Subject to the terms and conditions of the OC Agreement and Class A Unit Agreement dated as of November 2, 2021, Class A Units entitle HS3 to purchase Common Units on a one-for-one basis at an exercise price equal to $7.83 per unit.