Kevin Patrick Marchetti Form 4 Lineage / Adam Matthew Schwartz Forste ownership change

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

BG Cold, LLC

(Last) (First) (Middle)

801 MONTGOMERY STREET, FIFTH FLOOR

(Street)

SAN FRANCISCO CA 94133

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Lineage, Inc. [ LINE ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
08/26/2024

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

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

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

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/26/2024		J(1)		489,640.73	D	(1)	0	D
Common Stock								157,438,127.3	I(2)	BY BGLH
Common Stock								190,162	I(3)	By KPM Cold Storage
Common Stock								190,114	I(4)	By AF Cold Promote Holdings

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Legacy Class A Units	(5)(6)	08/26/2024		M(7)			54,123	(5)(6)	(5)(6)	Common Stock	54,123	(7)	2,535,657.17(5)(6)	D
Partnership Common Units	(8)	08/26/2024		M(7)		54,123		(8)	(8)	Common Stock	54,123	(7)	54,123	D
Partnership Common Units	(8)	08/26/2024		J(9)			54,123	(8)	(8)	Common Stock	54,123	(9)	0	D
Partnership Common Units	(8)							(8)	(8)	Common Stock	21,020		21,020	I(3)	By KPM Cold Storage
Partnership Common Units	(8)							(8)	(8)	Common Stock	21,015		21,015	I(4)	By AF Cold Promote Holdings

1. Name and Address of Reporting Person^*

BG Cold, LLC

(Last) (First) (Middle)

801 MONTGOMERY STREET, FIFTH FLOOR

(Street)

SAN FRANCISCO CA 94133

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Forste Adam Matthew Schwartz

(Last) (First) (Middle)

C/O LINEAGE, INC.

46500 HUMBOLDT DRIVE

(Street)

NOVI MI 48377

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Marchetti Kevin Patrick

(Last) (First) (Middle)

C/O LINEAGE, INC.

46500 HUMBOLDT DRIVE

(Street)

NOVI MI 48377

(City) (State) (Zip)

Explanation of Responses:

1. 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. 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.

3. 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.

4. 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.

5. 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).

6. (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.

7. 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").

8. 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.

9. 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.

	/s/ Kristina Hentschel, as Attorney-in-Fact, for BG Cold, LLC	08/27/2024
	/s/ Kristina Hentschel, as Attorney-in-Fact, for Adam Matthew Schwartz Forste	08/27/2024
	/s/ Kristina Hentschel, as Attorney-in-Fact, for Kevin Patrick Marchetti	08/27/2024
	** 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 4 (b)(v).
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