Mobile Infrastructure Corp — Director's Dealing 2024

Jul 29, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Mobile Infrastructure Corp (BEEP)
CIK: 0001847874
Period of Report: 2024-07-26

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2024-07-26	Common Stock	J	3937246	—	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2024-07-26	Warrants (Right to Buy)	$7.83	J	2553192	Disposed	2026-08-25	Common Stock (2553192)	Indirect
2024-07-26	Common Units	$	J	11242635	Disposed		Common Stock (11242635)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	9804138	Indirect
Common Stock	1988091	Indirect
Common Stock	4006457	Indirect
Common Stock	95000	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Warrants (Right to Buy)	$7.83	2026-08-25	Common Stock (2170213.50)	2170213.50	Indirect
Common Units	$		Common Stock (7997842)	7997842	Indirect

Footnotes

F1: Color Up, LLC ("Color Up") distributed these securities as part of a liquidating distribution to its members for no consideration (the "Liquidating Distribution").

F2: These securities were owned by Color Up. The Reporting Person was a member of Color Up and may be deemed to have been a beneficial owner of such securities. Additionally, HSCP Strategic III L.P ("HS3") was a member of Color Up. The Reporting Person disclaimed beneficial ownership of these securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the Reporting Person was the beneficial owner of such securities for Section 16 or any other purpose.

F3: Includes 3,809,588 shares of common stock received as a result of the Liquidating Distribution.

F4: These securities are owned by HS3. The Reporting Person is the managing member of No Street Capital LLC, the managing member of Harvest Small Cap Partners GP, LLC, the general partner of HS3. Accordingly, the Reporting Person may be deemed to be a beneficial owner of such securities. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for Section 16 or any other purpose.

F5: These securities are owned by Harvest Small Cap Partners, L.P. ("HSCP"). The Reporting Person is the managing member of No Street Capital LLC, the managing member of Harvest Small Cap Partners GP, LLC, the general partner of HSCP. Accordingly, the Reporting Person may be deemed to be a beneficial owner of such securities. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for Section 16 or any other purpose.

F6: These securities are owned by Harvest Small Cap Partners Master, Ltd. ("HSCPM"). The Reporting Person is the managing member of No Street Capital LLC, the investment manager of HSCPM. Accordingly, the Reporting Person may be deemed to be a beneficial owner of such securities. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for Section 16 or any other purpose.

F7: Represents securities received as a result of the Liquidating Distribution.

F8: Represents common units of limited liability company interest ("Common Units") in Mobile Infra Operating Company, LLC, a Delaware limited liability company (the "Operating Company"). Subject to the terms and conditions of the limited liability company agreement of the Operating Company, 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.

F9: Includes 5,288,512 Common Units received as a result of the Liquidating Distribution.