SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Stonepeak Aspen Holdings LLC (Last) (First) (Middle) 55 HUDSON YARDS 550 W. 34TH STREET, 48TH FLOOR (Street) NEW YORK NY 10001 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 07/25/2024	3. Issuer Name and Ticker or Trading Symbol Lineage, Inc. [ LINE ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner Officer (give title below) X Other (specify below) See Remarks	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* Stonepeak Aspen Holdings LLC (Last) (First) (Middle) 55 HUDSON YARDS 550 W. 34TH STREET, 48TH FLOOR (Street) NEW YORK NY 10001 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See Remarks

1. Name and Address of Reporting Person* Stonepeak Aspen Holdings II LLC (Last) (First) (Middle) 55 HUDSON YARDS 550 W. 34TH STREET, 48TH FLOOR (Street) NEW YORK NY 10001 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See Remarks

1. Name and Address of Reporting Person* Stonepeak Aspen Holdings III LLC (Last) (First) (Middle) 55 HUDSON YARDS 550 W. 34TH STREET, 48TH FLOOR (Street) NEW YORK NY 10001 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See Remarks

1. Name and Address of Reporting Person* Stonepeak Aspen Holdings IV LLC (Last) (First) (Middle) 55 HUDSON YARDS 550 W. 34TH STREET, 48TH FLOOR (Street) NEW YORK NY 10001 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See Remarks

1. Name and Address of Reporting Person* Stonepeak Aspen Holdings V LLC (Last) (First) (Middle) 55 HUDSON YARDS 550 W. 34TH STREET, 48TH FLOOR (Street) NEW YORK NY 10001 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See Remarks

1. Name and Address of Reporting Person* Stonepeak Infrastructure Fund III (AIV III) LP (Last) (First) (Middle) 55 HUDSON YARDS 550 W. 34TH STREET, 48TH FLOOR (Street) NEW YORK NY 10001 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See Remarks

1. Name and Address of Reporting Person* Stonepeak Aspen (Co-Invest) Holdings LP (Last) (First) (Middle) 55 HUDSON YARDS 550 W. 34TH STREET, 48TH FLOOR (Street) NEW YORK NY 10001 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See Remarks

1. Name and Address of Reporting Person* Stonepeak Aspen (Co-Invest) Holdings II LP (Last) (First) (Middle) 55 HUDSON YARDS 550 W. 34TH STREET, 48TH FLOOR (Street) NEW YORK NY 10001 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See Remarks

1. Name and Address of Reporting Person* Stonepeak Associates III LLC (Last) (First) (Middle) 55 HUDSON YARDS 550 W. 34TH STREET, 48TH FLOOR (Street) NEW YORK NY 10001 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See Remarks

Explanation of Responses:

Remarks:

Each of Stonepeak Aspen Holdings LLC ("Fund I"); Stonepeak Aspen Holdings II LLC ("Fund II"); Stonepeak Aspen Holdings III LLC ("Fund III"); Stonepeak Aspen Holdings IV LLC ("Fund IV"); Stonepeak Aspen Holdings V LLC ("Fund V"); Stonepeak Infrastructure Fund III (AIV III) LP ("AIV III"), the managing member of Fund I and Fund II; Stonepeak Aspen (Co-Invest) Holdings LP ("Co-Invest I"), the managing member of Fund III and Fund IV; Stonepeak Aspen (Co-Invest) Holdings II LP ("Co-Invest II"), the managing member of Fund V; Stonepeak Associates III LLC ("Associates III"), the general partner of each of AIV III, Co-Invest I and Co-Invest II; Stonepeak GP Holdings III LP ("Holdings III"), the sole member of Associates III; Stonepeak GP Investors III LLC ("Investors III"), the general partner of Holdings III; Stonepeak GP Investors Holdings LP ("Investors Holdings"), the managing member of Investors III; Stonepeak GP Investors Upper Holdings LP ("Upper Holdings"), the general partner of Investors Holdings; Stonepeak GP Investors Holdings Manager LLC ("Holdings Manager"), the general partner of Upper Holdings; and Mr. Michael Dorrell, the sole member of Holdings Manager (collectively, the "Reporting Persons") are jointly filing this Form 3 pursuant to Rule 16a-3(j) under the Exchange Act but, because no more than 10 reporting persons can file any one Form 3 through the SEC's EDGAR system, Holdings III, Investors III, Investors Holdings, Upper Holdings, Holdings Manager and Mr. Dorrell have jointly filed with the other Reporting Persons on a separate Form 3 filing submitted on the same day hereof. Solely for purposes of Section 16 of the Exchange Act, each of the Reporting Persons may be deemed to be a director-by-deputization by virtue of Fund I's contractual right to designate two persons to serve on the board of directors of the Issuer (the "Board"). James Wyper and Luke Taylor serve as Fund I's designated directors on the Board.

No securities are beneficially owned.

	See Exhibit 99.1: Signatures	07/25/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
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