Adam Matthew Schwartz Forste - Jul 25, 2024 Form 3 Insider Report for Lineage, Inc. (LINE)

Role
CO-EXECUTIVE CHAIRMAN, Director, 10%+ Owner
Signature
/s/ Kristina Hentschel, as Attorney-in-Fact, for Adam Matthew Schwartz Forste
Stock symbol
LINE
Transactions as of
Jul 25, 2024
Transactions value $
$0
Form type
3
Date filed
7/25/2024, 06:50 AM

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding LINE Common Stock 162M Jul 25, 2024 By BGLH F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding LINE Legacy Class B Units Jul 25, 2024 Common Stock 931K By AF Cold Holdings F2, F3
holding LINE Legacy Class B Units Jul 25, 2024 Common Stock 883K By AF Cold Holdings 2 F2, F3
holding LINE Legacy Class B Units Jul 25, 2024 Common Stock 1.08M By AF Cold Holdings 4 F2, F3
holding LINE Legacy Class B Units Jul 25, 2024 Common Stock 393K By AF Cold Promote Holdings F2, F3
holding LINE Legacy Class A Units Jul 25, 2024 Common Stock 2.76M By BG Cold F4, F5, F6
holding LINE OPEU Jul 25, 2024 Common Stock 1.46M By BG Maverick F6, F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Represents shares of common stock of Lineage, Inc. ("Shares") held directly by BG Lineage Holdings, LLC ("BGLH") and indirectly by Mr. Forste and BG Cold, LLC ("BG Cold"). BGLH is indirectly managed, and BG Cold is directly managed, by Bay Grove Capital Group LLC ("Bay Grove"), which is managed by a committee comprised of Mr. Forste and Kevin Marchetti, who share voting and investment power over these Shares. Mr. Forste and BG Cold disclaim beneficial ownership over these Shares, except to the extent of any pecuniary interest therein. BG Cold has also reported its beneficial ownership of Shares held through BGLH on a joint filing with Mr. Marchetti.
F2 Legacy Class B Units ("Legacy Class B Units") are vested units of partnership interest in Lineage OP, LP (the "Operating Partnership"), as designated under the Agreement of Limited Partnership of the Operating Partnership dated as of July 24, 2024 (the "Partnership Agreement"). Legacy Class B Units will from time to time before the third anniversary of the closing of the initial public offering of the Issuer (the "IPO") be reclassified on a one-for-one basis to Partnership Common Units (which are units of partnership interest in the Operating Partnership, as designated under the Partnership Agreement ("Partnership Common Units")), with cash paid in lieu of fractional interests. Holders of Partnership Common Units have the right to redeem their Partnership Common Units in exchange for cash or, at the election of the Issuer, Shares on a one-for-one basis. The Partnership Common Units do not have expiration dates.
F3 Mr. Forste has sole power to vote and dispose of these securities, but disclaims beneficial ownership over these securities except to the extent of any pecuniary interest therein.
F4 Legacy Class A Units ("Legacy Class A Units") are vested units of partnership interests in the Operating Partnership, comprised of two-sub units that are legally separate interests, the A-Piece Sub Unit and C-Piece Sub Unit, as designated under the Partnership Agreement, which share in the total outstanding Legacy Class A Units based on historical profit sharing arrangements among these investors. Represents the maximum number of Partnership Common Units, and by virtue of the redemption rights of holders of Partnership Common Units, Shares, into which the C-Piece Sub Unit of the Legacy Class A Units held by BG Cold can be reclassified to Partnership Common Units based on the terms of the Partnership Agreement, which reclassification may be on a less than one-for-one basis. Upon reclassification cash will be paid in lieu of fractional interests.
F5 (Continued from footnote 4) The reclassification of Legacy Class A Units to Partnership Common Units will occur from time to time before the third anniversary of the closing of the IPO. Under certain circumstances, the Legacy Class A Units reported herein will be reclassified to Legacy Class B Units on a one-for-one basis. See note 2. Any remaining reported Legacy Class A Unit C-Piece Sub Units that are not reclassified prior to the third anniversary of the IPO will be forfeited for no consideration. Holders of Partnership Common Units have the right to redeem their Partnership Common Units in exchange for cash or, at the election of the Issuer, Shares on a one-for-one basis. The Partnership Common Units do not have expiration dates.
F6 Mr. Forste and Kevin Marchetti, through Bay Grove, have shared power to vote and dispose of these securities, but each disclaims beneficial ownership over these securities except to the extent of any pecuniary interest therein. BG Cold has also reported its beneficial ownership of these securities on a joint filing with Mr. Marchetti.
F7 OPEUs are units of limited liability company interests in Lineage Logistics Holdings, LLC ("LLH") as designated under the Ninth Amended and Restated Operating Agreement of LLH dated as of July 24, 2024 ("LLH Partnership Agreement"). OPEUs are exchangeable into Partnership Common Units on a one-for-one basis at the election of the holder following the second anniversary of the closing of the IPO. Upon reclassification cash will be paid in lieu of fractional interests. Holders of Partnership Common Units acquired from the conversion of OPEUS have the right to redeem their Partnership Common Units in exchange for cash or, at the election of the Issuer, Shares on a one-for-one basis following the Final Distribution, as provided in the LLH Partnership Agreement. The OPEUs and Partnership Common Units do not have an expiration date.

Remarks:

Exhibit List: Exhibit 24.1 - Power of Attorney (Adam Matthew Schwartz Forste) Exhibit 24.2 - Power of Attorney (BG Cold, LLC)