| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | NONE | Common Stock | Disposed to Issuer | -2.62M | -100% | 0 | Aug 25, 2023 | By Color Up, LLC | F1, F2, F3 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | NONE | Warrants (Right to Buy) | Disposed to Issuer | -1.7M | -100% | 0 | Aug 25, 2023 | Common Stock | 1.7M | $11.75 | By Color Up, LLC | F1, F3, F4, F5 | ||
| transaction | NONE | Common Units | Disposed to Issuer | -7.5M | -100% | 0 | Aug 25, 2023 | Common Stock | 7.5M | By Color Up, LLC | F1, F3, F6, F7 | |||
| transaction | NONE | Common Units | Disposed to Issuer | -1.7M | -100% | 0 | Aug 25, 2023 | Common Stock | 1.7M | Direct | F1, F6, F7 | |||
| transaction | NONE | Class A Units | Disposed to Issuer | -426K | -100% | 0 | Aug 25, 2023 | Common Stock | 426K | $11.75 | Direct | F1, F7, F8 |
HSCP Strategic III L.P. is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| Id | Content |
|---|---|
| F1 | Disposed of pursuant to the Agreement and Plan of Merger, dated as of December 13, 2022, as amended as of March 23, 2023 (the "Merger Agreement"), by and among Mobile Infrastructure Corporation ("MIC"), 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 ("Merger Sub"). On August 25, 2023, the closing of the transactions contemplated by the Merger Agreement occurred. Accordingly, FWAC converted to a Maryland corporation ("New MIC"), Merger Sub merged with and into MIC (the "First Merger") with MIC continuing as the surviving entity (the "First-Step Surviving Company"), and immediately following the effectiveness of the First Merger, the First-Step Surviving Company merged with and into New MIC (the "Second Merger"), with New MIC continuing as the surviving entity resulting from the Second Merger. |
| F2 | Pursuant to the Merger Agreement, each share of common stock of MIC, automatically and without any required action by the holder, was converted into the right to receive such number of shares of common stock of New MIC equal to the Exchange Ratio, as defined in the Merger Agreement. |
| F3 | These securities are owned by Color Up, LLC ("Color Up"). The Reporting Person is a member of Color Up and 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 its 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. |
| F4 | The warrants may be exercised upon a Liquidity Event, as defined in that certain Warrant Agreement dated as of August 25, 2021, by and between MIC and Color Up. |
| F5 | Pursuant to the Merger Agreement, each warrant to purchase common stock of MIC, automatically and without any required action by the holder, became a warrant to purchase that number of shares of common stock of New MIC equal to the product of (a) the number of shares of common stock of MIC that would have been issuable upon the exercise of such warrant and (b) the Exchange Ratio, at an exercise price per share equal to the quotient determined by dividing $11.75 by the Exchange Ratio. |
| F6 | Represents common units of limited partnership interest ("Common Units") in Mobile Infra Operating Partnership, L.P., a Maryland limited partnership (the "Operating Partnership"). MIC is the sole general partner of the Operating Partnership. Each Common Unit is intended to have an economic interest equivalent to one share of common stock of MIC. Subject to the terms and conditions of the Third Amended and Restated Agreement of Limited Partnership of the Operating Partnership dated March 18, 2022 (the "OP 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 MIC or for the cash value of such shares, at the discretion of MIC. Common Units do not have an expiration date. |
| F7 | Pursuant to the Merger Agreement, automatically and without any required action by the holder or Reporting Person, as applicable, the Operating Partnership converted to a Delaware limited liability company (following the conversion, the "Operating Company"). In connection with the conversion, each outstanding unit of partnership interest of the Operating Partnership converted automatically, on a one-for-one basis, into an equal number of identical membership units of the Operating Company, provided that each outstanding unit of membership interest of the Operating Company was adjusted to give effect to the Exchange Ratio. |
| F8 | Represents Class A Units of limited partnership interest ("Class A Units") in the Operating Partnership. Subject to the terms and conditions of the OP Agreement and Class A Unit Agreement dated as of November 2, 2021 ("Class A Unit Agreement"), Class A Units entitle the holder of such Class A Units to purchase Common Units at an exercise price equal to $11.75 per Common Unit. Class A Units may be exercised upon a Liquidity Event, as defined in the Class A Unit Agreement. |
Jeffrey Osher is the managing member of No Street Capital LLC, the managing member of Harvest Small Cap Partners GP, LLC, the general partner of the Reporting Person. The Reporting Person may be deemed to be a director-by-deputization for purposes of Section 16 under the Securities and Exchange Act of 1934, as amended, by virtue of the fact that Mr. Osher serves on the board of directors of the Issuer.