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 |
|
|||||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
2. Date of Event Requiring Statement
(Month/Day/Year) 07/25/2024 |
3. Issuer Name and Ticker or Trading Symbol
Lineage, Inc. [ LINE ] |
|||||||||||||
|
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
5. If Amendment, Date of Original Filed
(Month/Day/Year) |
||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
| |||||||||||||||
| 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) |
| Common Stock | 161,924,302 | I | By BGLH(1) |
|
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) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Legacy Class B Units | (2) | (2) | Common Stock(2) | 1,882,236.62 | (2) | I | By KPM Cold Storage(3) |
| Legacy Class B Units | (2) | (2) | Common Stock(2) | 1,438,386.48 | (2) | I | By KPM Cold Storage 2(3) |
| Legacy Class A Units | (4)(5) | (4)(5) | Common Stock(4)(5) | 2,763,171.64(4)(5) | (4)(5) | I | By BG Cold(6) |
| OPEU | (7) | (7) | Common Stock(7) | 1,461,147.8 | (7) | I | By BG Maverick(6) |
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
| Explanation of Responses: |
| 1. Represents shares of common stock of Lineage, Inc. ("Shares") held directly by BG Lineage Holdings, LLC ("BGLH") and indirectly by Mr. Marchetti and BG Cold, LLC ("BG Cold"). BGLH is indirectly managed, and BG Cold is directly managed, by Bay Grove Capital Group LLC ("Bay Grove"), which is managed by a committee comprised of Mr. Marchetti and Adam Forste, who share voting and investment power over these Shares. Mr. Marchetti and BG Cold disclaim beneficial ownership over these Shares, except to the extent of any pecuniary interest therein. BG Cold has also reported its beneficial ownership of Shares held through BGLH on a joint filing with Mr. Forste. |
| 2. Legacy Class B Units ("Legacy Class B Units") are vested units of partnership interest in Lineage OP, LP (the "Operating Partnership"), as designated under the Agreement of Limited Partnership of the Operating Partnership dated as of July 24, 2024 (the "Partnership Agreement"). Legacy Class B Units will from time to time before the third anniversary of the closing of the initial public offering of the Issuer (the "IPO") be reclassified on a one-for-one basis to Partnership Common Units (which are units of partnership interest in the Operating Partnership as designated under the Partnership Agreement ("Partnership Common Units")), with cash paid in lieu of fractional interests. Holders of Partnership Common Units have the right to redeem their Partnership Common Units in exchange for cash or, at the election of the Issuer, Shares on a one-for-one basis. The Partnership Common Units do not have expiration dates. |
| 3. 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. |
| 4. Legacy Class A Units ("Legacy Class A Units") are vested units of partnership interests in 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, which share in the total outstanding Legacy Class A Units based on historical profit sharing arrangements among these investors. Represents the maximum number of 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, which reclassification may be on a less than one-for-one basis. Upon reclassification cash will be paid in lieu of fractional interests. |
| 5. (Continued from footnote 4) The 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 IPO. Under certain circumstances, the Legacy Class A Units reported herein will be reclassified to Legacy Class B Units on a one-for-one basis. See note 2. Any remaining reported Legacy Class A Unit C-Piece Sub Units that are not reclassified prior to the third anniversary of the IPO will be forfeited for no consideration. Holders of Partnership Common Units have the right to redeem their Partnership Common Units in exchange for cash or, at the election of the Issuer, Shares on a one-for-one basis. The Partnership Common Units do not have expiration dates. |
| 6. Mr. Marchetti and Adam Forste, through Bay Grove, have shared power to vote and dispose of these securities, but each disclaims beneficial ownership over these securities except to the extent of any pecuniary interest therein. BG Cold has also reported its beneficial ownership of these securities on a joint filing with Mr. Forste. |
| 7. OPEUs are units of limited liability company interests in Lineage Logistics Holdings, LLC ("LLH") as designated under the Ninth Amended and Restated Operating Agreement of LLH dated as of July 24, 2024 ("LLH Partnership Agreement"). OPEUs are exchangeable into Partnership Common Units on a one-for-one basis at the election of the holder following the second anniversary of the closing of the IPO. Upon reclassification cash will be paid in lieu of fractional interests. Holders of Partnership Common Units acquired from the conversion of OPEUS have the right to redeem their Partnership Common Units in exchange for cash or, at the election of the Issuer, Shares on a one-for-one basis following the Final Distribution, as provided in the LLH Partnership Agreement. The OPEUs and Partnership Common Units do not have an expiration date. |
| Remarks: |
| Exhibit List: Exhibit 24.1 - Power of Attorney (Kevin Patrick Marchetti) Exhibit 24.2 - Power of Attorney (BG Cold, LLC) |
| /s/ Kristina Hentschel, as Attorney-in-Fact, for Kevin Patrick Marchetti | 07/25/2024 | |
| /s/ Kristina Hentschel, as Attorney-in-Fact, for BG Cold, LLC | 07/25/2024 | |
| ** 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. | ||