Sec Form 4 Filing - BG Cold, LLC @ Lineage, Inc. - 2024-08-26

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

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person BG Cold, LLC 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) (Last) (First) (Middle) 801 MONTGOMERY STREET, FIFTH FLOOR, 3. Date of Earliest Transaction (MM/DD/YY) 08/26/2024 (Street) SAN FRANCISCO, CA94133 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other BG Cold, LLC 801 MONTGOMERY STREET, FIFTH FLOOR SAN FRANCISCO, CA94133 X X Forste Adam Matthew Schwartz C/O LINEAGE, INC. 46500 HUMBOLDT DRIVE NOVI, MI48377 X X CO-EXECUTIVE CHAIRMAN Marchetti Kevin Patrick C/O LINEAGE, INC. 46500 HUMBOLDT DRIVE NOVI, MI48377 X X CO-EXECUTIVE CHAIRMAN Signatures /s/ Kristina Hentschel, as Attorney-in-Fact, for BG Cold, LLC 08/27/2024 Signature of Reporting Person Date /s/ Kristina Hentschel, as Attorney-in-Fact, for Adam Matthew Schwartz Forste 08/27/2024 Signature of Reporting Person Date /s/ Kristina Hentschel, as Attorney-in-Fact, for Kevin Patrick Marchetti 08/27/2024 Signature of Reporting Person Date

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.

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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