Lineage, Inc. (Form: 3, Received: 07/25/2024 06:51:20)

FORM 3	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response... 0.5
	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 ^*

Forste Adam Matthew Schwartz

2. Date of Event Requiring Statement (MM/DD/YYYY) 7/25/2024

3. Issuer Name and Ticker or Trading Symbol

Lineage, Inc. [LINE]

(Last) (First) (Middle)

C/O LINEAGE, INC., 46500 HUMBOLDT DRIVE

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

__X__ Director ___X___ 10% Owner
___X___ Officer (give title below) _____ Other (specify below)
CO-EXECUTIVE CHAIRMAN /

(Street)

NOVI, MI 48377

(City) (State) (Zip)

5. If Amendment, Date Original Filed(MM/DD/YYYY)

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 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 Derivate Security (Instr. 4)	2. Date Exercisable and Expiration Date (MM/DD/YYYY)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivate Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Legacy Class B Units	⁽²⁾	⁽²⁾	Common Stock ⁽²⁾	931,091.19	⁽²⁾	I	By AF Cold Holdings ⁽³⁾
Legacy Class B Units	⁽²⁾	⁽²⁾	Common Stock ⁽²⁾	883,294.5	⁽²⁾	I	By AF Cold Holdings 2 ⁽³⁾
Legacy Class B Units	⁽²⁾	⁽²⁾	Common Stock ⁽²⁾	1,080,033.35	⁽²⁾	I	By AF Cold Holdings 4 ⁽³⁾
Legacy Class B Units	⁽²⁾	⁽²⁾	Common Stock ⁽²⁾	392,667.47	⁽²⁾	I	By AF Cold Promote Holdings ⁽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⁾

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. Forste 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. Forste and Kevin Marchetti, who share voting and investment power over these Shares. Mr. Forste 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. Marchetti.
(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. 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.
(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. Forste and Kevin Marchetti, 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. Marchetti.
(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 (Adam Matthew Schwartz Forste)
Exhibit 24.2 - Power of Attorney (BG Cold, LLC)

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Forste Adam Matthew Schwartz C/O LINEAGE, INC. 46500 HUMBOLDT DRIVE NOVI, MI 48377	X	X	CO-EXECUTIVE CHAIRMAN
BG Cold, LLC C/O BAY GROVE CAPITAL GROUP LLC 801 MONTGOMERY STREET, FIFTH FLOOR SAN FRANCISCO, CA 94133	X	X

Signatures
/s/ Kristina Hentschel, as Attorney-in-Fact, for Adam Matthew Schwartz Forste		7/25/2024
^**Signature of Reporting Person		Date
/s/ Kristina Hentschel, as Attorney-in-Fact, for BG Cold, LLC		7/25/2024
^**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).
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Exhibit 24.1

POWER OF ATTORNEY

With respect to holdings of and transactions in securities issued by Lineage, Inc. (the “Company”), the undersigned hereby constitutes and appoints the individuals named on Schedule A attached hereto and as may be amended from time to time, or any of them signing singly, with full power of substitution and resubstitution, to act as the undersigned’s true and lawful attorney-in-fact to:

execute for and on behalf of the undersigned, Schedules 13D and 13G in accordance with Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules thereunder, and Forms 3, 4, and 5 in accordance with Section 16 of the Exchange Act and the rules thereunder, and Notices of Proposed Sale of Securities Pursuant to Rule 144 (“Form 144”), in accordance with the requirements of Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”); and

do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Schedule 13D, Schedule 13G, Form 3, Form 4, Form 5, and Form 144, complete and execute any amendment or amendments thereto, and to timely file such Schedule 13D, Schedule 13G, Form 3, Form 4, Form 5, and Form 144, as applicable, and any amendment thereto, with the United States Securities and Exchange Commission and any stock exchange or similar authority.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution and resubstitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorneys-in-fact substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.

The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 13 and Section 16 of the Exchange Act, or Rule 144 under the Securities Act.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file any Schedule 13D,Schedule 13G, Form 3, Form 4, Form 5, and Form 144 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 23rd day of July, 2024.

    /s/ Adam Matthew Schwartz Forste

   

    Adam Matthew Schwartz Forste

   

Schedule A

INDIVIDUALS APPOINTED AS ATTORNEY-IN-FACT,

WITH FULL POWER OF SUBSTITUTION AND RESUBSTITUTION

1. Robert Crisci, Chief Financial Officer of the Company

2. Natalie Matsler, Chief Legal Officer and Secretary of the Company

3. Brian Golper, Deputy General Counsel & Assistant Secretary of the Company

4. Kristina Hentschel, Chief Financial Officer and Chief Operating Officer of Bay Grove Capital

5. David Brandes, Managing Director of Bay Grove Capital

Exhibit 24.2

POWER OF ATTORNEY

With respect to holdings of and transactions in securities issued by Lineage, Inc. (the “Company”), the undersigned manager of BG Cold, LLC, a Delaware limited liability company, hereby constitutes and appoints the individuals named on Schedule A attached hereto and as may be amended from time to time, or any of them signing singly, with full power of substitution and resubstitution, to act as BG Cold, LLC’s true and lawful attorney-in-fact to:

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file any Schedule 13D, Schedule 13G, Form 3, Form 4, Form 5, and Form 144 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 23rd day of July 2024.

[Signature Page Follows]


BG COLD, LLC

By:	Bay Grove Capital Group LLC, its Manager


By:	/s/ Adam Forste
Name:	Adam Forste
Title:	Authorized Person



By:	/s/ Kevin Marchetti
Name:	Kevin Marchetti
Title:	Authorized Person

Schedule A

INDIVIDUALS APPOINTED AS ATTORNEY-IN-FACT,

WITH FULL POWER OF SUBSTITUTION AND RESUBSTITUTION

1. Kristina Hentschel, Chief Financial Officer and Chief Operating Officer of Bay Grove Capital

2. David Brandes, Managing Director of Bay Grove Capital