Sec Form 4 Filing - Chavez Manuel III @ Mobile Infrastructure Corp - 2024-01-10

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 [ BEEP] 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) 01/10/2024 (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

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 ( 1 ) 01/10/2024 A 786,634 ( 2 ) ( 2 )( 3 ) ( 3 ) Common Stock 786,634 $ 0 786,634 D LTIP Units ( 1 ) 01/12/2024 A 64,114 ( 3 )( 5 ) ( 3 ) Common Stock 64,114 $ 0 64,114 D LTIP Units ( 1 ) ( 3 )( 4 ) ( 3 ) Common Stock 261,100 261,100 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 01/12/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents units designated as LTIP Units in Mobile Infra Operating Company, LLC (the "Operating Company"), the operating partnership of the Issuer. This grant was awarded in connection with the payment of annual executive compensation for the Reporting Person's base salary and portions of his annual bonus and equity award covering fiscal 2023 and 2024, pursuant to an LTIP Unit Agreement. When vested, each LTIP Unit is converted at the option of the holder into a common unit in the Operating Company. 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 common units. ( 2 )Consists of: (i) 210,975 vested LTIP Units, (ii) 411,185 LTIP Units that vest in equal installments on each of the next three anniversaries of the grant date, and (iii) 164,474 LTIP Units were granted to the Reporting Person in lieu of cash base salary for fiscal 2024 (as elected by the Reporting Person), which vest in four equal installments on each of April 10, 2024, July 10, 2024, October 10, 2024 and January 10, 2025, subject to the Reporting Person's continued employment by the Issuer as of each such date. ( 3 )LTIP Units do not have an expiration date. ( 4 )Consists of: (i) 20,325 vested LTIP Units, (ii) 101,626 LTIP Units scheduled to vest in three equal installments on each of the next three anniversaries of February 28, 2023, and (iii) 139,149 LTIP Units that will vest on August 25, 2024, subject to continuous employment of the Reporting Person. ( 5 )These LTIP Units were awarded in connection with the payment of accrued but unpaid base salary and bonus for fiscal year 2021 and are fully vested as of the grant date.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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