Sec Form 3 Filing - Hogue Stephanie @ Mobile Infrastructure Corp - 2023-08-25

FORM 3 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 [ BEEP] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) See Remarks (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

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 ( 1 ) ( 1 ) Common Stock 1,634,877 ( 2 ) ( 3 ) I By Bombe-MIC Pref, LLC ( 4 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Hogue Stephanie 30 W. 4TH STREET CINCINNATI, OH45202 X See Remarks Signatures /s/ Allison A. Westfall as Attorney-in-Fact for Stephanie Hogue 08/28/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Shares of Series 2 Convertible Preferred Stock ("Series 2 Preferred Stock") were acquired pursuant to a subscription agreement as part of a private placement immediately prior to the consummation of the mergers (the "Closing") contemplated by the Agreement and Plan of Merger, dated as of December 13, 2022, as amended as of March 23, 2023, by and among Mobile Infrastructure Corporation, 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. Each share of Series 2 Preferred Stock will automatically convert into shares of common stock of the Issuer ("New MIC Common Stock") upon the earlier of December 31, 2023 (provided that there has been no suspension or removal of New MIC Common Stock from the NYSE American during the thirty (30)-day period following the Closing) or a change of control of the Issuer. ( 2 )Series 2 Preferred Stock is convertible into a number of shares of New MIC Common Stock equal to the quotient of (i) the sum of the $1,000 per share liquidation preference and any accrued dividends with respect to such share of Series 2 Preferred Stock as of the applicable conversion date and (ii) the conversion price of $3.67, provided that (x) such number is subject to certain anti-dilution adjustments and (y) a holder of Series 2 Preferred Stock will be entitled to receive cash in lieu of fractional shares. The disclosed number of shares of New MIC Common Stock does not include the conversion of any amounts of dividends at a cumulative annual rate of 10% of the $1,000 per share liquidation preference (the "Dividends") for a period of one year that shall be payable in New MIC Common Stock, when and as authorized by the board of directors of the Issuer. ( 3 )Based on conversion of 6,000 shares of Series 2 Preferred Stock. Does not include 163,487 shares of New MIC Common Stock issuable upon conversion of the Dividends, which would be received upon conversion of shares of Series 2 Preferred Stock on December 31, 2023, assuming the current conversion price and the authorization of the payment of the Dividends by the board of directors of the Issuer. ( 4 )These securities are owned by Bombe-MIC Pref, LLC ("Bombe"). The Reporting Person is a member of Bombe. 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 her 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.

Remarks: President, Chief Financial Officer, Treasurer, and Corporate SecretaryExhibit 24 - Power of Attorney

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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