Sec Form 4 Filing - Chavez Manuel III @ Mobile Infrastructure Corp - 2023-08-25

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Chavez Manuel III 2. Issuer Name and Ticker or Trading Symbol Mobile Infrastructure Corp [ NONE] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) CEO (Last) (First) (Middle) 30 W. 4TH STREET 3. Date of Earliest Transaction (MM/DD/YY) 08/25/2023 (Street) CINCINNATI, OH45202 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 08/25/2023 D( 1 ) 2,624,831 D 0 I By Color Up, LLC ( 3 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Warrants (Right to Buy) $ 11.75 08/25/2023 D( 1 ) 1,702,128 ( 4 ) 08/25/2026 Common Stock 1,702,128 ( 5 ) 0 I By Color Up, LLC ( 3 ) Common Units ( 6 ) 08/25/2023 D( 1 ) 7,495,090 ( 6 ) ( 6 ) Common Stock 7,495,090 ( 7 ) 0 I By Color Up, LLC ( 3 ) Performance Units ( 8 ) 08/25/2023 D( 1 ) 937,500 ( 8 ) ( 8 ) Common Stock 937,500 ( 7 ) 0 D LTIP Units ( 9 ) 08/25/2023 D( 1 ) 251,514 ( 10 ) ( 9 ) ( 9 ) Common Stock 251,514 ( 7 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Chavez Manuel III 30 W. 4TH STREET CINCINNATI, OH45202 X X CEO Signatures /s/ Allison A. Westfall as Attorney-in-Fact for Manuel Chavez, III 08/25/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )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. ( 3 )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 owned and 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 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. ( 4 )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. ( 5 )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. ( 6 )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. ( 7 )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. ( 8 )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. ( 9 )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. ( 10 )Consists of: (i) 13,550 vested LTIP Units; (ii) 67,751 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) 170,213 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.

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