Sec Form 4 Filing - HSCP Strategic III L.P. @ Mobile Infrastructure Corp - 2023-08-29

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 HSCP Strategic III L.P. 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) X __ Other (specify below) See Remarks (Last) (First) (Middle) 505 MONTGOMERY STREET, SUITE 1250 3. Date of Earliest Transaction (MM/DD/YY) 08/29/2023 (Street) SAN FRANCISCO, CA94111 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 Common Units ( 1 ) ( 2 ) ( 1 )( 2 ) ( 1 )( 2 ) Common Stock 11,242,635 11,242,635 I By Color Up, LLC ( 3 ) Common Units ( 1 ) ( 2 ) 08/29/2023 M 638,298 ( 1 )( 2 ) ( 1 )( 2 ) Common Stock 638,298 $ 7.83 3,191,490 D Common Units ( 1 ) ( 2 ) 08/29/2023 F( 4 ) 482,160 ( 1 )( 2 ) ( 1 )( 2 ) Common Stock 482,160 $ 10.37 2,709,330 D Class A Units $ 7.83 ( 5 ) 08/29/2023 M 638,298 08/25/2023 11/02/2026 Common Stock 638,298 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other HSCP Strategic III L.P. 505 MONTGOMERY STREET SUITE 1250 SAN FRANCISCO, CA94111 X See Remarks Osher Jeffrey 30 W. 4TH STREET CINCINNATI, OH45202 X X Signatures /s/ Allison A. Westfall as Attorney-in-Fact for HSCP Strategic III, L.P. 08/31/2023 Signature of Reporting Person Date /s/ Allison A. Westfall as Attorney-in-Fact for Jeffrey Osher 08/31/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents common units of limited liability company interest ("Common Units") in Mobile Infra Operating Company, LLC (the "Operating Company"). Each Common Unit is intended to have an economic interest equivalent to one share of common stock of the Issuer. Subject to the terms and conditions of the Limited Liability Company Agreement of the Operating Company dated as of August 25, 2023 (the "OC Agreement"), Common Units are redeemable and may be exchanged, without consideration, by the holder of such Common Units for an equivalent number of shares of common stock of the Issuer or for the cash value of such shares, at the discretion of the Issuer. Common Units do not have an expiration date. ( 2 )The Issuer is a member of the Operating Company. The Issuer owns substantially all of its assets and conducts substantially all of its operations through the Operating Company. The Issuer is entitled to appoint one of two board members of the Operating Company, and such director is entitled to two votes on every matter submitted to a vote, whereas the other director is entitled to one vote on every matter submitted to a vote. Both current members of the board of directors of the Operating Company are also directors of the Issuer as of the date of this report. ( 3 )These securities are owned by Color Up, LLC ("Color Up"). HSCP Strategic III, L.P. ("HS3") is a member of Color Up and may be deemed to be a beneficial owner of such securities. HS3 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 HS3 is the beneficial owner of such securities for Section 16 or any other purpose. ( 4 )On August 29, 2023, HS3 exercised all of its Class A Units (as defined in footnote 5) to purchase 638,298 Common Units for $7.83 per unit. HS3 paid the exercise price on a cashless basis, resulting in the Issuer's withholding of 482,160 Common Units to pay the exercise price and issuing to HS3 the remaining 156,138 Common Units. ( 5 )Represents Class A Units of limited liability company interest ("Class A Units") in the Operating Company. Subject to the terms and conditions of the OC Agreement and Class A Unit Agreement dated as of November 2, 2021, Class A Units entitle HS3 to purchase Common Units on a one-for-one basis at an exercise price equal to $7.83 per unit.

Remarks: The reporting persons herein are members of a "group" for purposes of the Securities Exchange Act of 1934, as amended. Each reporting person disclaims beneficial ownership of any securities deemed to be owned by the group that are not directly owned by such reporting person except to the extent of such reporting person's pecuniary interest therein. This report shall not be deemed an admission that any of the reporting persons is the beneficial owner of such securities for Section 16 or any other purpose.Jeffrey Osher is the managing member of No Street Capital LLC, the managing member of Harvest Small Cap Partners GP, LLC, the general partner of HS3. HS3 may be deemed to be a director-by-deputization for purposes of Section 16 under the Securities and Exchange Act of 1934, as amended, by virtue of the fact that Mr. Osher serves on the board of directors of the Issuer.

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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