Noam Gottesman - Sep 21, 2023 Form 4 Insider Report for Radius Global Infrastructure, Inc. (RADI)

Role
Director
Signature
/s/ Andrew Rosenstein, as Attorney in Fact
Stock symbol
RADI
Transactions as of
Sep 21, 2023
Transactions value $
-$67,263,660
Form type
4
Date filed
9/21/2023, 05:03 PM
Previous filing
Dec 21, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction RADI Class A Common Stock Disposed to Issuer -$26.3M -1.76M -100% $15.00 0 Sep 21, 2023 Direct F1
transaction RADI Class A Common Stock Disposed to Issuer -$28.9M -1.93M -100% $15.00 0 Sep 21, 2023 By TOMS Acquisition II LLC F1, F2

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 Series A Founder Preferred Stock Sale -$12M -800K -100% $15.00 0 Sep 21, 2023 Class A Common Stock 800K By TOMS Acquisition II LLC F1, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

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. Pursuant to the Merger Agreement, each share of the Company's Class A Common Stock and Series A Founder Preferred Stock was converted into the right to receive $15.00 per share in cash (the "Merger Consideration").
F2 Reflects shares of the Company's Class A Common Stock held by TOMS Acquisition II LLC. Mr. Gottesman is the managing member and majority owner of TOMS Acquisition II LLC.
F3 Reflects shares of the Company's Series A Founder Preferred Stock ("Series A Founder Preferred Stock") held by TOMS Acquisition II LLC, which were convertible on a one-to-one basis into the Company's Class A Common Stock prior to the Effective Time.