William H. Berkman - 21 Sep 2023 Form 4 Insider Report for Radius Global Infrastructure, Inc.

Source evidence Original filing metadata and source links for verification. 4 source fields
SEC form
4
Accepted by SEC
21 Sep 2023, 17:00:58 UTC
Prior SEC filing
28 Mar 2023
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
/s/ Andrew Rosenstein, as Attorney in Fact

Key filing fact

William H. Berkman filed Form 4 for Radius Global Infrastructure, Inc. on 21 Sep 2023.

Key facts

  • This page summarizes William H. Berkman's Form 4 filing for Radius Global Infrastructure, Inc..
  • 11 reported transactions and 3 derivative rows are listed below.
  • Accepted by SEC: 21 Sep 2023, 17:00.

Change

  • Previous filing in this sequence was filed on 28 Mar 2023.
  • Current net transaction value: $0.

Research use

  • This tells you what this filing adds before you inspect full transaction and derivative tables.
  • You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

RADI transaction

Class A Common Stock

Award

Transaction value
Shares
+3,325,660
Change %
Price
Shares after
3,325,660
Date
21 Sep 2023
Ownership
Direct
Footnotes
F1, F2
RADI transaction

Class A Common Stock

Award

Transaction value
Shares
+207,851
Change %
+6.2%
Price
Shares after
3,533,511
Date
21 Sep 2023
Ownership
Direct
Footnotes
F1, F2
RADI transaction

Class A Common Stock

Disposed to Issuer

Transaction value
Shares
-3,533,511
Change %
-100%
Price
Shares after
0
Date
21 Sep 2023
Ownership
Direct
Footnotes
F1, F2
RADI transaction

Class B Common Stock

Disposed to Issuer

Transaction value
Shares
-248,664
Change %
-100%
Price
Shares after
0
Date
21 Sep 2023
Ownership
Berkman 2012 GST Family Trust
Footnotes
F1, F2, F3
RADI transaction

Class B Common Stock

Disposed to Issuer

Transaction value
Shares
-198,932
Change %
-100%
Price
Shares after
0
Date
21 Sep 2023
Ownership
By BB 2008 Investment Trust
Footnotes
F1, F2, F4
RADI transaction

Class B Common Stock

Disposed to Issuer

Transaction value
Shares
-638,328
Change %
-100%
Price
Shares after
0
Date
21 Sep 2023
Ownership
BB JNB Wrapper, LLC
Footnotes
F1, F2, F5
RADI transaction

Class B Common Stock

Disposed to Issuer

Transaction value
Shares
-478,698
Change %
-100%
Price
Shares after
0
Date
21 Sep 2023
Ownership
By BB Partners LLC
Footnotes
F1, F2, F6
RADI transaction

Class B Common Stock

Disposed to Issuer

Transaction value
Shares
-2,636,689
Change %
-100%
Price
Shares after
0
Date
21 Sep 2023
Ownership
Direct
Footnotes
F1, F2, F7

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

RADI transaction Derivative

LTIP Units

Options Exercise

Transaction value
Shares
-3,325,660
Change %
-100%
Price
Shares after
0
Date
21 Sep 2023
Ownership
Direct
Underlying class
Class A Common Stock
Underlying amount
3,325,660
Exercise price
Footnotes
F8
RADI transaction Derivative

Series B Rollover Profits Units

Options Exercise

Transaction value
Shares
-207,851
Change %
-100%
Price
Shares after
0
Date
21 Sep 2023
Ownership
Direct
Underlying class
Class A Common Stock
Underlying amount
207,851
Exercise price
Footnotes
F9
RADI transaction Derivative

Series B Founder Preferred Stock

Sale

Transaction value
Shares
-1,236,033
Change %
-100%
Price
Shares after
0
Date
21 Sep 2023
Ownership
Direct
Underlying class
Class B Common Stock
Underlying amount
1,236,033
Exercise price
Footnotes
F1, F2, F10
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

William H. Berkman is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 10 footnotes

Footnote 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.

Footnote F2

(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.

Footnote F3

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.

Footnote F4

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.

Footnote F5

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.

Footnote F6

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.

Footnote F7

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.

Footnote F8

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.

Footnote F9

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.

Footnote F10

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.

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