Jeffrey Osher - Jul 26, 2024 Form 4 Insider Report for Mobile Infrastructure Corp (BEEP)

Role
Director, 10%+ Owner
Signature
/s/ Jeffrey Osher
Stock symbol
BEEP
Transactions as of
Jul 26, 2024
Transactions value $
$0
Form type
4
Date filed
7/29/2024, 05:24 PM
Previous filing
Jun 17, 2024
Next filing
Sep 13, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction BEEP Common Stock Other $0 -3.94M -100% $0.00* 0 Jul 26, 2024 By Color Up, LLC F1, F2
holding BEEP Common Stock 9.8M Jul 26, 2024 By HSCP Strategic III L.P. F3, F4
holding BEEP Common Stock 1.99M Jul 26, 2024 By Harvest Small Cap Partners, L.P. F5
holding BEEP Common Stock 4.01M Jul 26, 2024 By Harvest Small Cap Partners Master, Ltd. F6
holding BEEP Common Stock 95K Jul 26, 2024 Direct

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
transaction BEEP Warrants (Right to Buy) Other $0 -2.55M -100% $0.00* 0 Jul 26, 2024 Common Stock 2.55M $7.83 By Color Up, LLC F1, F2
transaction BEEP Common Units Other $0 -11.2M -100% $0.00* 0 Jul 26, 2024 Common Stock 11.2M By Color Up, LLC F1, F2, F8
holding BEEP Warrants (Right to Buy) 2.17M Jul 26, 2024 Common Stock 2.17M $7.83 By HSCP Strategic III L.P. F4, F7
holding BEEP Common Units 8M Jul 26, 2024 Common Stock 8M By HSCP Strategic III L.P. F4, F8, F9
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
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.

Remarks:

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 HS3. HS3 may be deemed to be a director-by-deputization for purposes of Section 16 under the Securities Exchange Act of 1934, as amended, by virtue of the fact that Mr. Osher serves on the board of directors of the Issuer.