Form 4 for LINE Lineage, Inc.
Accepted 2024-08-27 00:00:00 ET · period of report 2024-08-26 · accession 0000950170-24-101173 · 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 | 2024-08-27 | 2024-08-26 | LINE | BG Cold, LLC | Dir, 10% | J - Other | — | -489.6K | 0 | -100% | — |
| DM | 2024-08-27 | 2024-08-26 | LINE | BG Cold, LLC | Dir, 10% | M - OptEx | — | 0 | 2.54M | New | — |
| D | 2024-08-27 | 2024-08-26 | LINE | BG Cold, LLC | Dir, 10% | J - Other | — | -54.1K | 0 | -100% | — |
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 | 2024-08-26 | J | D | 489,640.73 | — | 0 | D | — | — | (F1) Represents shares of common stock of Lineage, Inc. ("Shares") distributed by BG Cold to its members in accordance with their respective pecuniary interests, for no consideration, that were received by BG Cold in a distribution by BG Lineage Holdings, LLC ("BGLH") as a member of BGLH, in accordance with its pecuniary interest in BGLH, for no consideration, and which Shares were previously reported as indirectly held by BG Cold through BGLH. |
| 2 | Derivative | Partnership Common Units | 2024-08-26 | M | A | 54,123 | — | 54,123 | D | — · — to — | 54,123 Common Stock | (F7) Represents the reclassification of Legacy Class A Units C-Piece Sub Unit to Partnership Common Units, and includes the reclassification of Legacy Class A Units C-Piece Sub Unit that were previously reported as indirectly held by Mr. Marchetti and Mr. Forste through BG Cold and that represent Mr. Marchetti's and Mr. Forste's respective reportable interests in such securities, as set forth in footnotes 3 and 4, respectively (the "Reclassification"). (F8) Partnership Common Units may be redeemed at the election of the holder for cash, or at the election of the Issuer, Shares. Partnership Common Units are fully vested and do not have an expiration date. |
| 3 | Derivative | Legacy Class A Units | 2024-08-26 | M | D | 54,123 | — | 2,535,657.17 | D | — · — to — | 54,123 Common Stock | (F7) Represents the reclassification of Legacy Class A Units C-Piece Sub Unit to Partnership Common Units, and includes the reclassification of Legacy Class A Units C-Piece Sub Unit that were previously reported as indirectly held by Mr. Marchetti and Mr. Forste through BG Cold and that represent Mr. Marchetti's and Mr. Forste's respective reportable interests in such securities, as set forth in footnotes 3 and 4, respectively (the "Reclassification"). (F5) Legacy Class A Units ("Legacy Class A Units") are vested units of partnership interests in Lineage OP, LP (the "Operating Partnership"), comprised of two-sub units that are legally separate interests, the A-Piece Sub Unit and C-Piece Sub Unit, as designated under the Partnership Agreement of the Operating Partnership, which share in the total outstanding Legacy Class A Units based on historical profit sharing arrangements among these investors. Represents the updated maximum number of Partnership Common Units (which are units of partnership interest in the Operating Partnership as designated under the Partnership Agreement ("Partnership Common Units"), and by virtue of the redemption rights of holders of Partnership Common Units, Shares, into which the C-Piece Sub Unit of the Legacy Class A Units held by BG Cold can be reclassified to Partnership Common Units based on the terms of the Partnership Agreement, after giving effect to the Reclassification (defined below). (F6) (Continued from footnote 5) Reclassification of Legacy Class A Units to Partnership Common Units will occur from time to time before the third anniversary of the closing of the Issuer's initial public offering, with any reported Legacy Class A Units remaining after such three-year period forfeited for no consideration. |
| 4 | Derivative | Partnership Common Units | 2024-08-26 | J | D | 54,123 | — | 0 | D | — · — to — | 54,123 Common Stock | (F9) Represents the distribution of OP Units received upon the Reclassification of Legacy A Units C-Piece Sub Unit held by BG Cold to the members of BG Cold in accordance with their respective pecuniary interests, for no consideration. (F8) Partnership Common Units may be redeemed at the election of the holder for cash, or at the election of the Issuer, Shares. Partnership Common Units are fully vested and do not have an expiration date. |