Scott G. Bruce - Sep 21, 2023 Form 4 Insider Report for Radius Global Infrastructure, Inc. (RADI)

Role
President
Signature
/s/ Andrew Rosenstein, as Attorney in Fact
Stock symbol
RADI
Transactions as of
Sep 21, 2023
Transactions value $
$0
Form type
4
Date filed
9/21/2023, 04:55 PM
Previous filing
May 25, 2023
Next filing
Feb 23, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction RADI Class A Common Stock Award +1.46M +1024.06% 1.6M Sep 21, 2023 Direct F1, F2
transaction RADI Class A Common Stock Disposed to Issuer -1.6M -100% 0 Sep 21, 2023 Direct F1, F2
transaction RADI Class B Common Stock Disposed to Issuer -1.38M -100% 0 Sep 21, 2023 Direct F1, F2, F3, F6

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction RADI LTIP Units Options Exercise -1.46M -100% 0 Sep 21, 2023 Class A Common Stock 1.46M Direct F4
transaction RADI Series B Founder Preferred Stock Sale -75K -100% 0 Sep 21, 2023 Class B Common Stock 75K Direct F1, F2, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Scott G. Bruce is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 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.
F2 (Continued form 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.
F3 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.
F4 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.
F5 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.
F6 Previously, Mr. Bruce served as the Investment and Independent Trustee of each of the Stephen L. Berkman LLC Trust and the Monroe E. Berkman LLC Trust and held investment power of securities held by such trusts. Effective as of September 1, 2023, Mr. Bruce ceased serving as the Investment and Independent Trustee of each of the Stephen L. Berkman LLC Trust and the Monroe E. Berkman LLC Trust and, consequently, as of such date, Mr. Bruce does not beneficially own any securities held by such trusts.