Sec Form 4 Filing - Wallace Brendan @ 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 Wallace Brendan 2. Issuer Name and Ticker or Trading Symbol Mobile Infrastructure Corp [ BEEP] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O FIFTH WALL ACQUISITION CORP. III, 6060 CENTER DRIVE, 10TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 08/25/2023 (Street) LOS ANGELES, CA90045 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 C( 1 ) 6,655,000 A $ 0 7,562,000 I By Fifth Wall Acquisition Sponsor III LLC ( 2 ) Common Stock 08/25/2023 J( 3 ) 4,755,000 D 2,807,000 I By Fifth Wall Acquisition Sponsor III LLC ( 2 )

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 Class B Ordinary Shares ( 1 ) 08/25/2023 J( 4 ) 100,000 ( 1 ) ( 1 ) Class A Ordinary Shares 100,000 $ 0 6,655,000 D Class B Ordinary Shares ( 1 ) 08/25/2023 C( 1 ) 6,655,000 ( 1 ) ( 1 ) Class A Ordinary Shares 6,655,000 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Wallace Brendan C/O FIFTH WALL ACQUISITION CORP. III 6060 CENTER DRIVE, 10TH FLOOR LOS ANGELES, CA90045 X Signatures /s/ Brendan Wallace 08/25/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Issuer's Class B Ordinary Shares are automatically convertible into shares of the Issuer's Class A Ordinary Shares at the time of the Issuer's initial business combination or earlier at the option of the holders thereof, in either case on a one-for-one basis, subject to certain adjustments, and had no expiration date. The Issuer consummated its initial business combination on August 25, 2023, whereby, among other things, the Issuer's Class B Ordinary Shares converted into Class A Ordinary Shares which were redesignated as Common Stock. ( 2 )Fifth Wall Acquisition Sponsor III LLC ("Sponsor"), is the record holder of the shares reported herein. Sponsor is governed by two managers, Messr. Andriy Mykhaylovskyy and Brendan Wallace, each with shared voting and investment power over the shares held by Sponsor. Each of Messr. Andriy Mykhaylovskyy and Brendan Wallace disclaim beneficial ownership of the shares held by Sponsor except to the extent of their pecuniary interest therein.c ( 3 )Pursuant to that certain Second Amended and Restated Sponsor Agreement, dated June 15, 2023, by and among Issuer, Sponsor, and certain other parties thereto, Sponsor forfeited 4,755,000 shares of Common Stock to the Issuer for no consideration immediately following the conversion of Issuer's Class B Ordinary Shares in connection with the initial business combination. ( 4 )Pursuant to that certain Sponsor Letter Agreement, dated August 25, 2023, by and among Issuer, Sponsor and Mobile Infrastructure Corporation, Sponsor forfeited 100,000 Class B Ordinary Shares to the Issuer for no consideration immediately prior to the consummation of the initial business combination.

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).

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