Sec Form 4 Filing - Osher Jeffrey @ Mobile Infrastructure Corp - 2023-12-31

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 Osher Jeffrey 2. Issuer Name and Ticker or Trading Symbol Mobile Infrastructure Corp [ BEEP] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 30 W. 4TH STREET 3. Date of Earliest Transaction (MM/DD/YY) 12/31/2023 (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 12/31/2023 C 5,994,550 A $ 3.67 5,994,550 I By HSCP Strategic III L.P. ( 5 ) Common Stock 12/31/2023 C 1,988,091 A $ 3.67 1,988,091 I By Harvest Small Cap Partners, L.P. ( 6 ) Common Stock 12/31/2023 C 4,006,457 A $ 3.67 4,006,457 I By Harvest Small Cap Partners Master, Ltd. ( 7 ) Common Stock 3,937,246 I By Color Up, LLC ( 8 ) Common Stock 35,000 D

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 Series 2 Convertible Preferred Stock $ 3.67 12/31/2023 C 22,000 12/31/2023 ( 1 ) Common Stock 5,994,550 ( 2 ) $ 0 0 I By HSCP Strategic III L.P ( 5 ) Series 2 Convertible Preferred Stock $ 3.67 12/31/2023 C 7,296.3 12/31/2023 ( 1 ) Common Stock 1,988,091 ( 3 ) $ 0 0 I By Harvest Small Cap Partners, L.P. ( 6 ) Series 2 Convertible Preferred Stock $ 3.67 12/31/2023 C 14,703.7 12/31/2023 ( 1 ) Common Stock 4,006,457 ( 4 ) $ 0 0 I By Harvest Small Cap Partners Master, Ltd. ( 7 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Osher Jeffrey 30 W. 4TH STREET CINCINNATI, OH45202 X X Signatures /s/ Allison A. Westfall as Attorney-in-Fact for Jeffrey Osher 01/02/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Shares of Series 2 Convertible Preferred Stock ("Series 2 Preferred Stock") do not have an expiration date. ( 2 )Includes 544,959 shares of the Issuer's common stock issuable upon conversion of 2,000 shares of Series 2 Preferred Stock issued as payment-in-kind dividends on December 31, 2023 (the "Dividends"). As holders of Series 2 Preferred Stock had no choice to receive the Dividends in cash rather than in shares of Series 2 Preferred Stock, the receipt of shares of Series 2 Preferred Stock issued as the Dividends (and immediately thereafter converted into the Issuer's common stock) has not separately been reported in reliance on Rule 16a-9(a) of the Securities Exchange Act of 1934, as amended. ( 3 )Includes 180,735 shares of the Issuer's common stock issuable upon conversion of 663.3 shares of Series 2 Preferred Stock issued as Dividends on December 31, 2023. As holders of Series 2 Preferred Stock had no choice to receive the Dividends in cash rather than in shares of Series 2 Preferred Stock, the receipt of shares of Series 2 Preferred Stock issued as the Dividends (and immediately thereafter converted into the Issuer's common stock) has not separately been reported in reliance on Rule 16a-9(a) of the Securities Exchange Act of 1934, as amended. ( 4 )Includes 364,223 shares of the Issuer's common stock issuable upon conversion of 1,336.7 shares of Series 2 Preferred Stock issued as Dividends on December 31, 2023. As holders of Series 2 Preferred Stock had no choice to receive the Dividends in cash rather than in shares of Series 2 Preferred Stock, the receipt of shares of Series 2 Preferred Stock issued as the Dividends (and immediately thereafter converted into the Issuer's common stock) has not separately been reported in reliance on Rule 16a-9(a) of the Securities Exchange Act of 1934, as amended. ( 5 )These securities are owned by HSCP Strategic III L.P ("HS3"). The Reporting Person is the managing member of No Street Capital LLC, the managing member of Harvest Small Cap Partners GP, LLC, the general partner of HS3. Accordingly, the Reporting Person may be deemed to be a beneficial owner of such securities. 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. ( 6 )These securities are owned by Harvest Small Cap Partners, L.P. ("HSCP"). The Reporting Person is the managing member of No Street Capital LLC, the managing member of Harvest Small Cap Partners GP, LLC, the general partner of HSCP. Accordingly, the Reporting Person may be deemed to be a beneficial owner of such securities. 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. ( 7 )These securities are owned by Harvest Small Cap Partners Master, Ltd. ("HSCPM"). The Reporting Person is the managing member of No Street Capital LLC, the investment manager of HSCPM. Accordingly, the Reporting Person may be deemed to be a beneficial owner of such securities. 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. ( 8 )These securities are owned by Color Up, LLC ("Color Up"). The Reporting Person is a member of Color Up and may be deemed to be a beneficial owner of such securities. Additionally, HS3 is a member of Color Up. The Reporting Person disclaims beneficial ownership of these securities except to the extent of its 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.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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