0000899243-23-018466.txt : 20230825 0000899243-23-018466.hdr.sgml : 20230825 20230825161600 ACCESSION NUMBER: 0000899243-23-018466 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230825 FILED AS OF DATE: 20230825 DATE AS OF CHANGE: 20230825 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Hogue Stephanie CENTRAL INDEX KEY: 0001879102 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-55760 FILM NUMBER: 231208476 MAIL ADDRESS: STREET 1: 250 E. 5TH STREET, STE 2110 CITY: CINCINNATI STATE: OH ZIP: 45202 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Mobile Infrastructure Corp CENTRAL INDEX KEY: 0001642985 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 473945882 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 30 W. 4TH STREET CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 702-534-5577 MAIL ADDRESS: STREET 1: 30 W. 4TH STREET CITY: CINCINNATI STATE: OH ZIP: 45202 FORMER COMPANY: FORMER CONFORMED NAME: Parking REIT, Inc. DATE OF NAME CHANGE: 20171221 FORMER COMPANY: FORMER CONFORMED NAME: MVP REIT II, Inc. DATE OF NAME CHANGE: 20150520 4 1 doc4.xml FORM 4 SUBMISSION X0508 4 2023-08-25 1 0001642985 Mobile Infrastructure Corp NONE 0001879102 Hogue Stephanie 30 W. 4TH STREET CINCINNATI OH 45202 1 1 1 0 President & CFO 0 Common Stock 2023-08-25 4 D 0 2624831 D 0 I By Color Up, LLC Warrants (Right to Buy) 11.75 2023-08-25 4 D 0 1702128 D 2026-08-25 Common Stock 1702128 0 I By Color Up, LLC Common Units 2023-08-25 4 D 0 7495090 D Common Stock 7495090 0 I By Color Up, LLC Performance Units 2023-08-25 4 D 0 562500 D Common Stock 562500 0 D LTIP Units 2023-08-25 4 D 0 152941 D Common Stock 152941 0 D 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. 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. These securities are owned by Color Up, LLC ("Color Up"). The Reporting Person is a manager of Color Up and may be deemed to be a beneficial owner of such securities. Additionally, Bombe Asset Management, LLC, a Delaware limited liability company controlled by the Reporting Person, is a member of Color Up. The Reporting Person disclaims beneficial ownership of these securities except to the extent of her 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. 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. 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. 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. 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. Represents unvested performance units of limited partnership interest ("Performance Units") in the Operating Partnership. Subject to the terms and conditions of the OP 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 after a one-year 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. Represents LTIP Units of limited partnership interest ("LTIP Units") in the Operating Partnership. Subject to the terms and conditions of the OP Agreement and the pertinent LTIP Unit agreement, following the date on which such LTIP Units vest, LTIP Units become convertible into Common Units at the holder's or MIC's option. LTIP Units do not have an expiration date. Consists of: (i) 10,163 vested LTIP Units; (ii) 40,650 LTIP Units scheduled to vest in three equal installments on each of the next three anniversaries of the grant date, February 28, 2023; and (iii) 102,128 LTIP Units that vest in full upon a Liquidity Event (as defined in the LTIP Unit agreement of the Reporting Person) prior to August 25, 2024. /s/ Allison A. Westfall as Attorney-in-Fact for Stephanie Hogue 2023-08-25