SEC Form 4: Berkman William H was granted 3,533,511 shares, returned 3,533,511 shares to the company and returned 4,201,311 units of Class B Common Stock to the company

9/21/23 5:00:58 PM ET

$RADI

Telecommunications Equipment

Consumer Discretionary

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SEC FORM 4 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

OMB APPROVAL

OMB Number:			3235-0287
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hours per response:			0.5

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

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

BERKMAN WILLIAM H

(Last)

(First)

(Middle)

C/O RADIUS GLOBAL INFRASTRUCTURE, INC.

3 BALA PLAZA EAST, SUITE 502

(Street)

BALA CYNWYD

19004

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Radius Global Infrastructure, Inc. [ RADI ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
09/21/2023

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

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

X	Form filed by One Reporting Person
	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	09/21/2023		A		3,325,660	A	⁽¹⁾⁽²⁾	3,325,660	D
Class A Common Stock	09/21/2023		A		207,851	A	⁽¹⁾⁽²⁾	3,533,511	D
Class A Common Stock	09/21/2023		D		3,533,511	D	⁽¹⁾⁽²⁾	0	D
Class B Common Stock	09/21/2023		D		248,664	D	⁽¹⁾⁽²⁾	0	I	Berkman 2012 GST Family Trust⁽³⁾
Class B Common Stock	09/21/2023		D		198,932	D	⁽¹⁾⁽²⁾	0	I	By BB 2008 Investment Trust⁽⁴⁾
Class B Common Stock	09/21/2023		D		638,328	D	⁽¹⁾⁽²⁾	0	I	BB JNB Wrapper, LLC⁽⁵⁾
Class B Common Stock	09/21/2023		D		478,698	D	⁽¹⁾⁽²⁾	0	I	By BB Partners LLC⁽⁶⁾
Class B Common Stock⁽⁷⁾	09/21/2023		D		2,636,689	D	⁽¹⁾⁽²⁾	0	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
LTIP Units	⁽⁸⁾	09/21/2023		M			3,325,660	⁽⁸⁾	⁽⁸⁾	Class A Common Stock	3,325,660	⁽⁸⁾	0	D
Series B Rollover Profits Units⁽⁹⁾	⁽⁹⁾	09/21/2023		M			207,851	⁽⁹⁾	⁽⁹⁾	Class A Common Stock	207,851	⁽⁹⁾	0	D
Series B Founder Preferred Stock⁽¹⁰⁾	⁽¹⁾⁽²⁾	09/21/2023		S			1,236,033	⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	Class B Common Stock	1,236,033	⁽¹⁾⁽²⁾	0	D

Explanation of Responses:

1. On 09/21/2023 (the "Effective Time"), pursuant to the Agreement and Plan of Merger, dated as of March 1, 2023 (as amended or otherwise modified from time to time, the "Merger Agreement"), by and among Radius Global Infrastructure, Inc., a Delaware corporation (the "Company"), APW OpCo LLC, a Delaware limited liability company ("OpCo"), Chord Parent, Inc., a Delaware corporation ("Parent"), Chord Merger Sub I, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub I"), and Chord Merger Sub II, LLC, a Delaware limited liability company and a wholly owned subsidiary of Merger Sub I ("Merger Sub II"), Merger Sub II merged with and into OpCo and Merger Sub I merged with and into the Company.

2. (Continued from Footnote 1) Pursuant to the Merger Agreement, (a) unless otherwise agreed, each share of the Company's Class A Common Stock was converted into the right to receive $15.00 per share in cash (the "Merger Consideration") and (b) each share of the Company's Class B Common Stock and each share of the Company's Series B Founder Preferred Stock was canceled for no consideration.

3. Reflects shares of Class B Common Stock held by Berkman 2012 GST Family Trust. Mr. Berkman is the Investment Trustee of the Berkman 2012 GST Family Trust and has investment power of securities held by the Berkman 2012 GST Family Trust.

4. Reflects shares of Class B Common Stock held by BB 2008 Investment Trust. Mr. Berkman is the Investment Trustee of the BB 2008 Investment Trust and has investment power of securities held by the BB 2008 Investment Trust.

5. Reflects shares of Class B Common Stock held by BB JNB Wrapper, LLC. Mr. Berkman is the sole manager of BB JNB Wrapper, LLC and has investment power of securities held by BB JNB Wrapper, LLC.

6. Reflects shares of Class B Common Stock held by BB Partners LLC. Mr. Berkman is the managing member and majority owner of BB Partners LLC.

7. Includes shares of Class B Common Stock that were granted in tandem with a corresponding number of Series A long-term incentive units ("Series A LTIP Unit") and Series C long-term incentive units ("Series C LTIP Unit") in OpCo, and Series B Rollover Profits Units.

8. Pursuant to the Merger Agreement, at the Effective Time, unless otherwise agreed, each outstanding Series A LTIP Unit, Series C LTIP Unit and Series B long-term incentive unit ("Series B LTIP Unit" and, collectively with Series A LTIP Unit and Series C LTIP Unit, "LTIP Units") vested with all applicable performance conditions deemed satisfied and was canceled and converted into the right to receive a lump-sum cash payment, without interest, equal to the product of the Merger Consideration and the number of shares of Class A Common Stock into which such LTIP Unit was convertible immediately prior to the Effective Time.

9. Pursuant to the Merger Agreement, at the Effective Time, each outstanding Series B Rollover Profits Units vested and was canceled and converted into the right to receive a payment equal to the product of the Merger Consideration and the number of shares of Class A Common Stock into which such Series B Rollover Profits Units was convertible immediately prior to the Effective Time.

10. Reflects shares of the Company's Series B Founder Preferred Stock ("Series B Founder Preferred Stock") that were granted in tandem with a corresponding number of Series B LTIP Units and were convertible on a one-to-one basis into the Company's Class B Common Stock prior to the Effective Time.

Remarks:

	/s/ Andrew Rosenstein, as Attorney in Fact	09/21/2023
	** 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).
** 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.

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Date	Price Target	Rating	Analyst
12/16/2022	$13.00	Sector Perform	RBC Capital Mkts
12/14/2022	$17.00	Outperform	Exane BNP Paribas
3/2/2022	$24.00 → $23.00	Outperform	Credit Suisse
3/2/2022	$21.00 → $18.00	Strong Buy	Raymond James
1/6/2022	$23.00	Buy	Berenberg
11/12/2021	$21.00 → $24.00	Outperform	Credit Suisse
11/12/2021	$19.00 → $21.00	Outperform → Strong Buy	Raymond James
8/17/2021	$18.00 → $19.00	Outperform	Raymond James

SEC Form 4: Berkman William H was granted 3,533,511 shares, returned 3,533,511 shares to the company and returned 4,201,311 units of Class B Common Stock to the company

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$RADI

SEC Form 4: Berkman William H was granted 3,533,511 shares, returned 3,533,511 shares to the company and returned 4,201,311 units of Class B Common Stock to the company

Chat with this insight

Recent Analyst Ratings for $RADI

Recent Analyst Ratings for
$RADI