Sec Form 4 Filing - Hogue Stephanie @ Mobile Infrastructure Corp - 2022-08-23

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 Hogue Stephanie 2. Issuer Name and Ticker or Trading Symbol Mobile Infrastructure Corp [ --] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) President & CFO (Last) (First) (Middle) 250 E. 5TH ST., STE 2110 3. Date of Earliest Transaction (MM/DD/YY) 08/23/2022 (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 2,624,831 I By LLC( 1 )

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 LTIP Units ( 2 ) 08/23/2022 A 102,128 ( 3 ) ( 3 ) Common Stock 102,128 $ 0 102,128 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Hogue Stephanie 250 E. 5TH ST., STE 2110 CINCINNATI, OH45202 X X President & CFO Signatures /s/ Allison A. Westfall Attorney in Fact for Stephanie Hogue 08/25/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Owned by a limited liability company in which the Reporting Person is a manager and indirect owner. The Reporting Person disclaims beneficial ownership of these shares, except to the extent of any pecuniary interest therein. ( 2 )Represents units of limited partnership interest ("LTIP Units") in Mobile Infrastructure Operating Partnership, L.P. (the "Operating Partnership"), the operating partnership of the Issuer. This grant was awarded pursuant to the Reporting Person's Employment Agreement, dated August 25, 2021 (as amended, the "Employment Agreement"), subject to vesting conditions as noted below. When vested, each LTIP Unit is convertible at the option of the holder into a common unit of limited partnership interest in the Operating Partnership. Each common unit acquired upon the conversion of an LTIP Unit is redeemable by the holder for shares of common stock of the Issuer on a one-for-one basis. The Issuer may elect, at its option, to pay cash in lieu of issuing shares of common stock for all or any redeemed OP Units. ( 3 )These LTIP Units vest in full upon a Liquidity Event (as defined in the Employment Agreement) prior to August 25, 2024, subject to the terms and provisions set forth in the Employment Agreement.

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 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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