0000950170-24-086304.txt : 20240725 0000950170-24-086304.hdr.sgml : 20240725 20240725072210 ACCESSION NUMBER: 0000950170-24-086304 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20240725 FILED AS OF DATE: 20240725 DATE AS OF CHANGE: 20240725 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BG Cold, LLC CENTRAL INDEX KEY: 0002021154 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-42191 FILM NUMBER: 241139796 BUSINESS ADDRESS: STREET 1: 801 MONTGOMERY STREET, FIFTH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94133 BUSINESS PHONE: (415)-229-7953 MAIL ADDRESS: STREET 1: 801 MONTGOMERY STREET, FIFTH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94133 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Marchetti Kevin Patrick CENTRAL INDEX KEY: 0002021239 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-42191 FILM NUMBER: 241139795 MAIL ADDRESS: STREET 1: C/O LINEAGE, INC. STREET 2: 46500 HUMBOLDT DRIVE CITY: NOVI STATE: MI ZIP: 48377 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Lineage, Inc. CENTRAL INDEX KEY: 0001868159 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] ORGANIZATION NAME: 05 Real Estate & Construction IRS NUMBER: 000000000 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 46500 HUMBOLDT DRIVE CITY: NOVI STATE: MI ZIP: 48377 BUSINESS PHONE: (800) 678-7271 MAIL ADDRESS: STREET 1: 46500 HUMBOLDT DRIVE CITY: NOVI STATE: MI ZIP: 48377 FORMER COMPANY: FORMER CONFORMED NAME: Lineage Growth Properties, Inc. DATE OF NAME CHANGE: 20210617 3 1 ownership.xml 3 X0206 3 2024-07-25 0 0001868159 Lineage, Inc. LINE 0002021239 Marchetti Kevin Patrick C/O LINEAGE, INC. 46500 HUMBOLDT DRIVE NOVI MI 48377 true true true false CO-EXECUTIVE CHAIRMAN 0002021154 BG Cold, LLC C/O BAY GROVE CAPITAL GROUP LLC 801 MONTGOMERY STREET, FIFTH FLOOR SAN FRANCISCO CA 94133 true false true false Common Stock 161924302 I By BGLH Legacy Class B Units Common Stock 1882236.62 I By KPM Cold Storage Legacy Class B Units Common Stock 1438386.48 I By KPM Cold Storage 2 Legacy Class A Units Common Stock 2763171.64 I By BG Cold OPEU Common Stock 1461147.80 I By BG Maverick Represents shares of common stock of Lineage, Inc. ("Shares") held directly by BG Lineage Holdings, LLC ("BGLH") and indirectly by Mr. Marchetti 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. Marchetti and Adam Forste, who share voting and investment power over these Shares. Mr. Marchetti 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. Forste. 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. Mr. Marchetti 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. 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. (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. Mr. Marchetti and Adam Forste, 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. Forste. 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. Exhibit List: Exhibit 24.1 - Power of Attorney (Kevin Patrick Marchetti) Exhibit 24.2 - Power of Attorney (BG Cold, LLC) /s/ Kristina Hentschel, as Attorney-in-Fact, for Kevin Patrick Marchetti 2024-07-25 /s/ Kristina Hentschel, as Attorney-in-Fact, for BG Cold, LLC 2024-07-25 EX-24.1 2 ck0001868159-ex24_1.htm EX-24.1 EX-24.1

Exhibit 24.1

POWER OF ATTORNEY

 

With respect to holdings of and transactions in securities issued by Lineage, Inc. (the “Company”), the undersigned hereby constitutes and appoints the individuals named on Schedule A attached hereto and as may be amended from time to time, or any of them signing singly, with full power of substitution and resubstitution, to act as the undersigned’s true and lawful attorney-in-fact to:

 

1.
execute for and on behalf of the undersigned, Schedules 13D and 13G in accordance with Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules thereunder, and Forms 3, 4, and 5 in accordance with Section 16 of the Exchange Act and the rules thereunder, and Notices of Proposed Sale of Securities Pursuant to Rule 144 (“Form 144”), in accordance with the requirements of Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”); and

 

2.
do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Schedule 13D, Schedule 13G, Form 3, Form 4, Form 5, and Form 144, complete and execute any amendment or amendments thereto, and to timely file such Schedule 13D, Schedule 13G, Form 3, Form 4, Form 5, and Form 144, as applicable, and any amendment thereto, with the United States Securities and Exchange Commission and any stock exchange or similar authority.

 

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution and resubstitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorneys-in-fact substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.

 

The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 13 and Section 16 of the Exchange Act, or Rule 144 under the Securities Act.

 

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file any Schedule 13D,Schedule 13G, Form 3, Form 4, Form 5, and Form 144 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 23rd day of July, 2024.

 

/s/ Kevin Patrick Marchetti

Kevin Patrick Marchetti

 

 

Schedule A

 

INDIVIDUALS APPOINTED AS ATTORNEY-IN-FACT,

WITH FULL POWER OF SUBSTITUTION AND RESUBSTITUTION

 

1. Robert Crisci, Chief Financial Officer of the Company

2. Natalie Matsler, Chief Legal Officer and Secretary of the Company

3. Brian Golper, Deputy General Counsel & Assistant Secretary of the Company

4. Kristina Hentschel, Chief Financial Officer and Chief Operating Officer of Bay Grove Capital

5. David Brandes, Managing Director of Bay Grove Capital

 

 EX-24.2 3 ck0001868159-ex24_2.htm EX-24.2 EX-24.2

Exhibit 24.2

 

POWER OF ATTORNEY

 

With respect to holdings of and transactions in securities issued by Lineage, Inc. (the “Company”), the undersigned manager of BG Cold, LLC, a Delaware limited liability company, hereby constitutes and appoints the individuals named on Schedule A attached hereto and as may be amended from time to time, or any of them signing singly, with full power of substitution and resubstitution, to act as BG Cold, LLC’s true and lawful attorney-in-fact to:

 

1.
execute for and on behalf of the undersigned, Schedules 13D and 13G in accordance with Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules thereunder, and Forms 3, 4, and 5 in accordance with Section 16 of the Exchange Act and the rules thereunder, and Notices of Proposed Sale of Securities Pursuant to Rule 144 (“Form 144”), in accordance with the requirements of Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”); and

 

2.
do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Schedule 13D, Schedule 13G, Form 3, Form 4, Form 5, and Form 144, complete and execute any amendment or amendments thereto, and to timely file such Schedule 13D, Schedule 13G, Form 3, Form 4, Form 5, and Form 144, as applicable, and any amendment thereto, with the United States Securities and Exchange Commission and any stock exchange or similar authority.

 

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution and resubstitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorneys-in-fact substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.

 

The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 13 and Section 16 of the Exchange Act, or Rule 144 under the Securities Act.

 

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file any Schedule 13D, Schedule 13G, Form 3, Form 4, Form 5, and Form 144 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 23rd day of July 2024.

 

[Signature Page Follows]

 

 

 

BG COLD, LLC

 

 

By:

Bay Grove Capital Group LLC, its Manager

 

 

 

 

By:

/s/ Adam Forste

Name:

Adam Forste

Title:

Authorized Person

 

 

 

 

 

 

By:

/s/ Kevin Marchetti

Name:

Kevin Marchetti

Title:

Authorized Person

 

 

 

 

 

Schedule A

 

INDIVIDUALS APPOINTED AS ATTORNEY-IN-FACT,

WITH FULL POWER OF SUBSTITUTION AND RESUBSTITUTION

 

1. Kristina Hentschel, Chief Financial Officer and Chief Operating Officer of Bay Grove Capital

2. David Brandes, Managing Director of Bay Grove Capital