Jay L. Birnbaum - 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, 16:52:59 UTC
Prior SEC filing
18 Apr 2023
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
/s/ Andrew Rosenstein, as Attorney in Fact

Key filing fact

Jay L. Birnbaum filed Form 4 for Radius Global Infrastructure, Inc. on 21 Sep 2023.

Key facts

  • This page summarizes Jay L. Birnbaum's Form 4 filing for Radius Global Infrastructure, Inc..
  • 4 reported transactions and 1 derivative row are listed below.
  • Accepted by SEC: 21 Sep 2023, 16:52.

Change

  • Previous filing in this sequence was filed on 18 Apr 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
+535,470
Change %
+437%
Price
Shares after
657,986
Date
21 Sep 2023
Ownership
Direct
Footnotes
F1, F2, F3
RADI transaction

Class A Common Stock

Disposed to Issuer

Transaction value
Shares
-657,986
Change %
-100%
Price
Shares after
0
Date
21 Sep 2023
Ownership
Direct
Footnotes
F1, F2, F3
RADI transaction

Class B Common Stock

Disposed to Issuer

Transaction value
Shares
-535,470
Change %
-100%
Price
Shares after
0
Date
21 Sep 2023
Ownership
Direct
Footnotes
F1, F2, F4

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
-535,470
Change %
-100%
Price
Shares after
0
Date
21 Sep 2023
Ownership
Direct
Underlying class
Class A Common Stock
Underlying amount
535,470
Exercise price
Footnotes
F5
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

Jay L. Birnbaum is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 5 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 was canceled for no consideration.

Footnote F3

Includes 122,516 restricted shares of Class A Common Stock. Pursuant to the Merger Agreement, at the Effective Time, each outstanding restricted share of Class A Common Stock became fully vested and was canceled and converted into the right to receive a cash payment, without interest, equal to the Merger Consideration, which amount will become payable following the Effective Time in accordance with the vesting schedule applicable to the corresponding restricted share of Class A Common Stock.

Footnote F4

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 F5

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.

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