Form 4 for BEEP Mobile Infrastructure Corp

Accepted 2023-08-28 00:00:00 ET · period of report 2023-08-25 · accession 0000899243-23-018541 · SEC index · Original document

Summary rows

Aggregated the way they appear in lists: one row per insider, transaction code and security table.

X	Filed	Traded	Ticker	Insider	Title	Type	Price	Qty	Owned	ΔOwn	Value
D	2023-08-28	2023-08-25	BEEP	Color Up, LLC	10%, See Remarks	A - Grant	—	+3.94M	3.94M	New	—
DM	2023-08-28	2023-08-25	BEEP	Color Up, LLC	10%, See Remarks	A - Grant	—	+13.80M	11.24M	New	—

Purchase Sale Sale after option exercise All abbreviations

Every reported transaction

#	Table	Security	Date	Code	A/D	Shares	Price	Owned after	Own	Exercise / expiry	Underlying	Footnotes
1	Common	Common Stock	2023-08-25	A	A	3,937,246	—	3,937,246	D	—	—	(F2) Pursuant to the Merger Agreement, each share of common stock of MIC, automatically and without any required action by the Reporting Person, was converted into the right to receive such number of shares of common stock of New MIC equal to the Exchange Ratio, as defined in the Merger Agreement.
2	Derivative	Warrants (Right to Buy)	2023-08-25	A	A	2,553,192	—	2,553,192	D	$7.83 · 2023-08-25 to 2026-08-25	2,553,192 Common Stock	(F3) Pursuant to the Merger Agreement, each warrant to purchase common stock of MIC, automatically and without any required action by the Reporting Person, became a warrant to purchase that number of shares of common stock of New MIC equal to the product of (a) the number of shares of common stock of MIC that would have been issuable upon the exercise of such warrant and (b) the Exchange Ratio, at an exercise price per share equal to the quotient determined by dividing $11.75 by the Exchange Ratio.
3	Derivative	Common Units	2023-08-25	A	A	11,242,635	—	11,242,635	D	— · — to —	11,242,635 Common Stock	(F5) Pursuant to the Merger Agreement, Mobile Infra Operating Partnership, L.P., a Maryland limited partnership (the "Operating Partnership"), of which MIC was the sole general partner, was converted into a Delaware limited liability company, Mobile Infra Operating Company, LLC (the "Operating Company"). Accordingly, each outstanding unit of partnership interest of the Operating Partnership converted automatically, on a one-for-one basis, into an equal number of identical membership units of the Operating Company, which number was subsequently adjusted based on the Exchange Ratio. New MIC is entitled to appoint one of two board members of the Operating Company, who 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 New MIC as of the date of this report. (F4) Represents common units of limited liability company interest ("Common Units") in the Operating Company (as defined in footnote 5). Each Common Unit is intended to have an economic interest equivalent to one share of common stock of New MIC. Subject to the terms and conditions of the Limited Liability Company Agreement of the Operating Company dated as of August 25, 2023, 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 New MIC or for the cash value of such shares, at the discretion of New MIC. Common Units do not have an expiration date.