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4//SEC Filing

Forste Adam Matthew Schwartz 4

Accession 0000950170-24-101173

CIK 0001868159other
View on SEC.govCompany Profile

Filed

Aug 26, 8:00 PM ET

Accepted

Aug 27, 7:23 PM ET

Size

23.5 KB

Accession

0000950170-24-101173

Insider Transaction Report

Form 4
Period: 2024-08-26
Lineage, Inc.LINE
BG Cold, LLC
Director10% Owner
Transactions
  • Exercise/Conversion

    Partnership Common Units

    2024-08-26+54,123→ 54,123 total
    → Common Stock (54,123 underlying)
  • Other

    Partnership Common Units

    2024-08-26−54,123→ 0 total
    → Common Stock (54,123 underlying)
  • Other

    Common Stock

    2024-08-26−489,640.73→ 0 total
  • Exercise/Conversion

    Legacy Class A Units

    2024-08-26−54,123→ 2,535,657.17 total
    → Common Stock (54,123 underlying)
Holdings

  • Common Stock

    (indirect: By KPM Cold Storage)
    190,162

  • Partnership Common Units

    (indirect: By AF Cold Promote Holdings)
    → Common Stock (21,015 underlying)
    21,015

  • Common Stock

    (indirect: By AF Cold Promote Holdings)
    190,114

  • Common Stock

    (indirect: BY BGLH)
    157,438,127.3

  • Partnership Common Units

    (indirect: By KPM Cold Storage)
    → Common Stock (21,020 underlying)
    21,020
Forste Adam Matthew Schwartz
DirectorCO-EXECUTIVE CHAIRMAN10% Owner
Transactions
  • Other

    Common Stock

    2024-08-26−489,640.73→ 0 total
  • Exercise/Conversion

    Legacy Class A Units

    2024-08-26−54,123→ 2,535,657.17 total
    → Common Stock (54,123 underlying)
  • Other

    Partnership Common Units

    2024-08-26−54,123→ 0 total
    → Common Stock (54,123 underlying)
  • Exercise/Conversion

    Partnership Common Units

    2024-08-26+54,123→ 54,123 total
    → Common Stock (54,123 underlying)
Holdings

  • Common Stock

    (indirect: By AF Cold Promote Holdings)
    190,114

  • Partnership Common Units

    (indirect: By KPM Cold Storage)
    → Common Stock (21,020 underlying)
    21,020

  • Common Stock

    (indirect: BY BGLH)
    157,438,127.3

  • Common Stock

    (indirect: By KPM Cold Storage)
    190,162

  • Partnership Common Units

    (indirect: By AF Cold Promote Holdings)
    → Common Stock (21,015 underlying)
    21,015
Marchetti Kevin Patrick
DirectorCO-EXECUTIVE CHAIRMAN10% Owner
Transactions
  • Exercise/Conversion

    Partnership Common Units

    2024-08-26+54,123→ 54,123 total
    → Common Stock (54,123 underlying)
  • Other

    Common Stock

    2024-08-26−489,640.73→ 0 total
  • Exercise/Conversion

    Legacy Class A Units

    2024-08-26−54,123→ 2,535,657.17 total
    → Common Stock (54,123 underlying)
  • Other

    Partnership Common Units

    2024-08-26−54,123→ 0 total
    → Common Stock (54,123 underlying)
Holdings

  • Common Stock

    (indirect: BY BGLH)
    157,438,127.3

  • Partnership Common Units

    (indirect: By KPM Cold Storage)
    → Common Stock (21,020 underlying)
    21,020

  • Partnership Common Units

    (indirect: By AF Cold Promote Holdings)
    → Common Stock (21,015 underlying)
    21,015

  • Common Stock

    (indirect: By KPM Cold Storage)
    190,162

  • Common Stock

    (indirect: By AF Cold Promote Holdings)
    190,114
Footnotes (9)
  • [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.
  • [F2]Represents Shares held directly by BGLH, which is indirectly managed, and BG Cold is directly managed, by Bay Grove Capital Group LLC, which is managed by a committee comprised of Adam Forste and Kevin Marchetti, who share voting and investment power over these Shares. BG Cold, Mr. Forste and Mr. Marchetti disclaim beneficial ownership over these Shares, except to the extent of any pecuniary interest therein.
  • [F3]Represents Shares and Partnership Common Units, as applicable, received by KPM Cold Storage LLC in the BG Cold distribution in accordance with its pecuniary interest therein, for no consideration. Mr. Marchetti has sole power to vote and dispose of these securities, but disclaims beneficial ownership over these securities except to the extent of any pecuniary interest therein. The holdings of these securities is reported herein solely by Mr. Marchetti.
  • [F4]Represents Shares and Partnership Common Units, as applicable, received by AF Cold Promote Holdings LLC in the BG Cold distribution in accordance with its pecuniary interest therein, for no consideration. Mr. Forste has sole power to vote and dispose of these securities, but disclaims beneficial ownership over these securities except to the extent of any pecuniary interest therein. The holdings of these securities are reported herein solely by Mr. Forste.
  • [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.
  • [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.
  • [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.

Documents

1 file

Issuer

Lineage, Inc.

CIK 0001868159

→
Entity typeother

Related Parties

1
  • filerCIK 0002018838

Filing Metadata

Form type
4
Filed
Aug 26, 8:00 PM ET
Accepted
Aug 27, 7:23 PM ET
Size
23.5 KB
View on SEC.gov