4//SEC Filing
Color Up, LLC 4
Accession 0000899243-23-018541
CIK 0001847874other
Filed
Aug 27, 8:00 PM ET
Accepted
Aug 28, 4:40 PM ET
Size
13.3 KB
Accession
0000899243-23-018541
Insider Transaction Report
Form 4
Color Up, LLC
10% OwnerOther
Transactions
- Award
Common Stock
2023-08-25+3,937,246→ 3,937,246 total - Award
Warrants (Right to Buy)
2023-08-25+2,553,192→ 2,553,192 totalExercise: $7.83From: 2023-08-25Exp: 2026-08-25→ Common Stock (2,553,192 underlying) - Award
Common Units
2023-08-25+11,242,635→ 11,242,635 total→ Common Stock (11,242,635 underlying)
Footnotes (5)
- [F1]Received in connection with the Agreement and Plan of Merger, dated as of December 13, 2022, as amended as of March 23, 2023 (the "Merger Agreement"), by and among Mobile Infrastructure Corporation ("MIC"), 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 ("Merger Sub"). On August 25, 2023, the closing of the transactions contemplated by the Merger Agreement occurred. Accordingly, FWAC converted to a Maryland corporation ("New MIC"), Merger Sub merged with and into MIC (the "First Merger") with MIC continuing as the surviving entity (the "First-Step Surviving Company"), and immediately following the effectiveness of the First Merger, the First-Step Surviving Company merged with and into New MIC (the "Second Merger"), with New MIC continuing as the surviving entity resulting from the Second Merger.
- [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.
- [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.
- [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.
- [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.
Documents
Issuer
Mobile Infrastructure Corp
CIK 0001847874
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001879127
Filing Metadata
- Form type
- 4
- Filed
- Aug 27, 8:00 PM ET
- Accepted
- Aug 28, 4:40 PM ET
- Size
- 13.3 KB