Mobile Infrastructure Corp — Director's Dealing 2023

Aug 26, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Mobile Infrastructure Corp (BEEP)
CIK: 0001847874
Period of Report: 2023-08-25

Reporting Person: Wallace Brendan (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-08-25	Common Stock	C	6655000	$0.00	Acquired	7562000	Indirect
2023-08-25	Common Stock	J	4755000	—	Disposed	2807000	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-08-25	Class B Ordinary Shares	$	J	100000	Disposed		Class A Ordinary Shares (100000)	Direct
2023-08-25	Class B Ordinary Shares	$	C	6655000	Disposed		Class A Ordinary Shares (6655000)	Direct

Footnotes

F1: Issuer's Class B Ordinary Shares are automatically convertible into shares of the Issuer's Class A Ordinary Shares at the time of the Issuer's initial business combination or earlier at the option of the holders thereof, in either case on a one-for-one basis, subject to certain adjustments, and had no expiration date. The Issuer consummated its initial business combination on August 25, 2023, whereby, among other things, the Issuer's Class B Ordinary Shares converted into Class A Ordinary Shares which were redesignated as Common Stock.

F2: Fifth Wall Acquisition Sponsor III LLC ("Sponsor"), is the record holder of the shares reported herein. Sponsor is governed by two managers, Messr. Andriy Mykhaylovskyy and Brendan Wallace, each with shared voting and investment power over the shares held by Sponsor. Each of Messr. Andriy Mykhaylovskyy and Brendan Wallace disclaim beneficial ownership of the shares held by Sponsor except to the extent of their pecuniary interest therein.c

F3: Pursuant to that certain Second Amended and Restated Sponsor Agreement, dated June 15, 2023, by and among Issuer, Sponsor, and certain other parties thereto, Sponsor forfeited 4,755,000 shares of Common Stock to the Issuer for no consideration immediately following the conversion of Issuer's Class B Ordinary Shares in connection with the initial business combination.

F4: Pursuant to that certain Sponsor Letter Agreement, dated August 25, 2023, by and among Issuer, Sponsor and Mobile Infrastructure Corporation, Sponsor forfeited 100,000 Class B Ordinary Shares to the Issuer for no consideration immediately prior to the consummation of the initial business combination.