Mobile Infrastructure Corp — Director's Dealing 2024

Jun 3, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Mobile Infrastructure Corp (BEEP)
CIK: 0001847874
Period of Report: 2024-05-31

Reporting Person: Hogue Stephanie (Director, President & CFO, 10% Owner)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2024-05-31	Performance Units	$	D	843750	Disposed		Common Stock (843750)	Direct
2024-05-31	Performance Units	$	A	843750	Acquired		Common Stock (843750)	Direct

Footnotes

F1: Represents unvested performance units of limited liability company interest ("Performance Units") in the Operating Company. Subject to the terms and conditions of the OC Agreement and the performance unit award agreement of the Reporting Person (the "Award Agreement"), Performance Units will vest following the achievement of certain performance objectives by the Reporting Person. Once vested, Performance Units are convertible into Common Units on a one-for-one basis, subject to any holding period. Unvested Performance Units will be forfeited upon the expiration of the pertinent performance period, as defined in the Award Agreement, unless the performance objectives of the Reporting Person are achieved during the applicable performance period. See Footnote (2) for capitalized terms not otherwise defined herein.

F2: "Common Units" means common units of limited liability company interest 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 (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.

F3: These two reported transactions involved an amendment of unvested Performance Units, resulting in the deemed cancellation of the old Performance Units and the deemed grant of new Performance Units. The Performance Units were originally received on August 25, 2023. As amended, the Award Agreement provides that fifty percent (50%) of the Performance Units will vest if the aggregate volume-weighted average price per share of the Issuer's common stock for any 5-consecutive trading day period equals or exceeds $13.00 per share at any time on or prior to December 31, 2026. The remaining fifty percent (50%) of the Performance Units will vest if the aggregate volume-weighted average price per share of the Issuer's common stock for any 5-consecutive trading day period equals or exceeds $16.00 per share at any time on or prior to December 31, 2028.