SEC FORM 3

SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Osher Jeffrey

(Last)

(First)

(Middle)

30 W. 4TH STREET

(Street)

CINCINNATI

45202

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/25/2023

3. Issuer Name and Ticker or Trading Symbol
Mobile Infrastructure Corp [ BEEP ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series 2 Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	5,449,591⁽²⁾⁽³⁾	3.67	I	By HSCP Strategic III, L.P.⁽⁴⁾
Series 2 Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	1,807,356⁽²⁾⁽⁵⁾	3.67	I	By Harvest Small Cap Partners, L.P.⁽⁶⁾
Series 2 Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	3,642,234⁽²⁾⁽⁷⁾	3.67	I	By Harvest Small Cap Partners Master, Ltd.⁽⁸⁾

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 20,000 shares of Series 2 Preferred Stock. Does not include 544,959 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 HSCP Strategic III L.P. ("HS3"). The Reporting Person is the managing member of No Street Capital LLC, the managing member of Harvest Small Cap Partners GP, LLC, the general partner of HS3. 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 his 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.

5. Based on conversion of 6,633 shares of Series 2 Preferred Stock. Does not include 180,735 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.

6. These securities are owned by Harvest Small Cap Partners, L.P. ("HSCP"). The Reporting Person is the managing member of No Street Capital LLC, the managing member of Harvest Small Cap Partners GP, LLC, the general partner of HSCP. 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 his 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.

7. Based on conversion of 13,367 shares of Series 2 Preferred Stock. Does not include 364,223 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.

8. These securities are owned by Harvest Small Cap Partners Master, Ltd. ("HSCPM"). The Reporting Person is the managing member of No Street Capital LLC, the investment manager of HSCPM. 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 his 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:

Exhibit 24 - Power of Attorney

	/s/ Allison A. Westfall as Attorney-in-Fact for Jeffrey Osher	08/28/2023
	** Signature of Reporting Person	Date
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 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

SEC Form 3 filed by new insider Osher Jeffrey