0000899243-23-018536.txt : 20230828 0000899243-23-018536.hdr.sgml : 20230828 20230828164017 ACCESSION NUMBER: 0000899243-23-018536 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230825 FILED AS OF DATE: 20230828 DATE AS OF CHANGE: 20230828 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Holley Danica CENTRAL INDEX KEY: 0001657320 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40415 FILM NUMBER: 231216504 BUSINESS ADDRESS: BUSINESS PHONE: 2402045378 MAIL ADDRESS: STREET 1: 7373 WISCONSIN AVENUE STREET 2: SUITE 800 CITY: BETHESDA STATE: MD ZIP: 20814 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Mobile Infrastructure Corp CENTRAL INDEX KEY: 0001847874 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 981583957 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 30 W. 4TH STREET CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: (513) 834-5110 MAIL ADDRESS: STREET 1: 30 W. 4TH STREET CITY: CINCINNATI STATE: OH ZIP: 45202 FORMER COMPANY: FORMER CONFORMED NAME: Fifth Wall Acquisition Corp. III DATE OF NAME CHANGE: 20210224 4 1 doc4.xml FORM 4 SUBMISSION X0508 4 2023-08-25 0 0001847874 Mobile Infrastructure Corp BEEP 0001657320 Holley Danica 30 W. 4TH STREET CINCINNATI OH 45202 1 0 0 0 0 LTIP Units 2023-08-25 4 A 0 10088 A Common Stock 10088 10088 D Represents LTIP Units of limited partnership interest ("LTIP 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 dated as of August 25, 2023 (the "OC Agreement") and the pertinent LTIP Unit agreement, following the date on which such LTIP Units vest, LTIP Units become convertible into common units of limited liability company interest ("Common Units") in the Operating Company at the option of a holder or New MIC, as defined in footnote 3. LTIP Units do not have an expiration date. Each Common Unit is intended to have an economic interest equivalent to one share of common stock of New MIC. Subject to the terms and conditions of the OC 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 New MIC or for the cash value of such shares, at the discretion of New MIC. Received in connection with 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. Consists of: (i) 991 vested LTIP Units; (ii) 1,984 LTIP Units scheduled to vest in two equal installments: on May 27, 2024 and May 27, 2025; and (iii) 7,113 LTIP Units scheduled to vest in three equal installments on each of the next three anniversaries of February 28, 2023. Pursuant to the Merger Agreement, Mobile Infra Operating Partnership, L.P., a Maryland limited partnership (the "Operating Partnership"), of which MIC was the sole general partner, was converted into a Delaware limited liability company, the Operating Company. Accordingly, 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, which number was subsequently adjusted based on the Exchange Ratio, as defined in the Merger Agreement. New MIC is entitled to appoint one of two board members of the Operating Company, who is entitled to two votes on every matter submitted to a vote, whereas the other director is entitled to one vote on every matter submitted to a vote. Both current members of the board of directors of the Operating Company are also directors of New MIC as of the date of this report. /s/ Allison A. Westfall as Attorney-in-Fact for Danica Holley 2023-08-28