SC 13G: Lineage, Inc.

AI Summary

SC 13G filing by Lineage, Inc..

Risk Assessment

Risk Level: low

Key Financial Figures

• $0.01 — me of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securiti

Filing Documents

• d848476dsc13g.htm (SC 13G) — 124KB
• 0001193125-24-243027.txt ( ) — 126KB

From the Filing

SC 13G 1 d848476dsc13g.htm SC 13G SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* LINEAGE, INC. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 53566V 106 (CUSIP Number) September 30, 2024 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: Rule 13d-1(b) Rule 13d-1(c) Rule 13d-1(d) * The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No.: 53566V 106 1. Name of Reporting Person: Bay Grove Capital Group LLC 2. Check the Appropriate Box if a Member of Group (See Instructions): (a)(b) 3. SEC Use Only: 4. Citizenship or Place of Organization: Delaware Number of Shares Beneficially Owned By Each Reporting Person With: 5. Sole Voting Power: 0 6. Shared Voting Power: 180,147,880.4(1) 7. Sole Dispositive Power: 0 8. Shared Dispositive Power: 180,147,880.4(1) 9. Aggregate Amount Beneficially Owned by Each Reporting Person: 180,147,880.4(1) 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares: 11. Percent of Class Represented By Amount In Row (9): 71.7%(2) 12. Type of Reporting Person: OO (1) Represents (i) 157,438,127.3 shares of common stock of the Issuer (Common Stock) held directly by BG Lineage Holdings, LLC (BGLH), (ii) the 10,789,310.4 outstanding units of partnership interests designated as Legacy Class A Units (Legacy Class A Units) of Lineage OP, LP (the Operating Partnership), (iii) the 10,459,294.9 outstanding units of partnership interests designated as Legacy Class B Units (Legacy Class B Units) of the Operating Partnership, and (iv) the 1,461,147.8 outstanding units of limited liability company interests in Lineage Logistics Holdings, LLC designated as OPEUs (OPEUs) and held by BG Maverick, LLC (BG Maverick). BGLH is managed by Bay Grove Management Company, LLC (BGMC). Bay Grove Capital Group LLC (BGCG) is the sole managing member of BGMC, BG Cold, LLC (BG Cold) and BG Maverick. BGLH through its subsidiary has the power to vote and determine the disposition of all outstanding Legacy Class A Units and all outstanding Legacy Class B Units. BGCG is managed by Adam Forste and Kevin Marchetti who share voting and investment power over these securities. Each of Messrs. Forste and Marchetti, BGCG, BGMC, BGLH and BG Cold (collectively, the Reporting Persons) disclaim beneficial Legacy Class A Units and 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 units to partnership interest in the Operating Partnership designated as Partnership Common Units (Partnership Common Units). 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 of Common Stock on a one-for-one basis. 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, and the resulting Partnership Common Units are redeemable 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. OPEUs are reported beneficially owned herein notwithstanding the holding periods. (2) Based upon (i) 228,403,383 shares of the Issuers Common Stock outstanding as of September 30, 2024 and (ii) the securities identified in footnote 1, clauses (ii) through (iv) above. 2 CUSIP No.: 53566V 106 1. Name of Reporting Person: Bay Grove Management Company, LLC 2. Check the Appropriate Box if a Member of Group (See Instructions): (a)(b) 3. SEC Use Only: 4. Citizenship or Place of Organization: Delaware Number of Shares Beneficially Owned By Each Reporting Person With: 5. Sole Voting Power: 0 6. Shared Voting Power: 178,686,732.6(1) 7. Sole Dispositive Power: 0 8. Shared Dispositive Power: 178,686,732.6(1) 9. Aggregate Amount Beneficially Owned by Each Reporting Person: 178,686,732.6(1) 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares: 11. Percent of Class Represented By Amount In R

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