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

Source evidence Original filing metadata and source links for verification. 5 source fields
SEC form
4
Accepted by SEC
21 Sep 2023, 16:55:54 UTC
Prior SEC filing
25 May 2023
Next SEC filing
23 Feb 2024
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
/s/ Andrew Rosenstein, as Attorney in Fact

Key filing fact

Scott G. Bruce filed Form 4 for Radius Global Infrastructure, Inc. on 21 Sep 2023.

Key facts

  • This page summarizes Scott G. Bruce's Form 4 filing for Radius Global Infrastructure, Inc..
  • 5 reported transactions and 2 derivative rows are listed below.
  • Accepted by SEC: 21 Sep 2023, 16:55.

Change

  • Previous filing in this sequence was filed on 25 May 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
+1,458,669
Change %
+1024%
Price
Shares after
1,601,109
Date
21 Sep 2023
Ownership
Direct
Footnotes
F1, F2
RADI transaction

Class A Common Stock

Disposed to Issuer

Transaction value
Shares
-1,601,109
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
-1,383,669
Change %
-100%
Price
Shares after
0
Date
21 Sep 2023
Ownership
Direct
Footnotes
F1, F2, F3, F6

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
-1,458,669
Change %
-100%
Price
Shares after
0
Date
21 Sep 2023
Ownership
Direct
Underlying class
Class A Common Stock
Underlying amount
1,458,669
Exercise price
Footnotes
F4
RADI transaction Derivative

Series B Founder Preferred Stock

Sale

Transaction value
Shares
-75,000
Change %
-100%
Price
Shares after
0
Date
21 Sep 2023
Ownership
Direct
Underlying class
Class B Common Stock
Underlying amount
75,000
Exercise price
Footnotes
F1, F2, F5
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

Scott G. Bruce is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 6 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 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.

Footnote 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.

Footnote 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.

Footnote 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.

Footnote 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.

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