Berkman William H's Form 4 filing
Radius Global Infrastructure, Inc. (RADI) · filed Sep 21, 2023
- Accession no.
- 0000899243-23-019393
- Filed
- Sep 21, 2023
- Trade date
- Sep 21, 2023
- Filing delay
- Same day
- Rule 10b5-1 plan
- Not checked
This filing lists 8 non-derivative transactions and 3 derivative transactions. It was filed on the trade date.
Reporting owners
A Form 4 can have several reporting owners, such as a person and a fund they control. Trade tables show the first one.
| Owner | Relationship to the company |
|---|---|
| Berkman William HCIK 0001267347 | Officer (Chief Executive Officer) |
Non-derivative securities (Table I)
Acquisitions and disposals of common stock and similar shares, one row per line on the filing.
| Trade date | Security | Transaction | Shares | Price | Value | Shares after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Sep 21, 2023 | Class A Common Stock | AGrant or awardAcquired | +3,325,660 | –F1,F2 | – | 3,325,660 | Direct | |
| Sep 21, 2023 | Class A Common Stock | AGrant or awardAcquired | +207,851 | –F1,F2 | – | 3,533,511 | Direct | |
| Sep 21, 2023 | Class A Common Stock | DReturned to the companyDisposed | −3,533,511 | –F1,F2 | – | 0 | Direct | |
| Sep 21, 2023 | Class B Common Stock | DReturned to the companyDisposed | −248,664 | –F1,F2 | – | 0 | Indirect | |
| Sep 21, 2023 | Class B Common Stock | DReturned to the companyDisposed | −198,932 | –F1,F2 | – | 0 | Indirect | |
| Sep 21, 2023 | Class B Common Stock | DReturned to the companyDisposed | −638,328 | –F1,F2 | – | 0 | Indirect | |
| Sep 21, 2023 | Class B Common Stock | DReturned to the companyDisposed | −478,698 | –F1,F2 | – | 0 | Indirect | |
| Sep 21, 2023 | Class B Common Stock | DReturned to the companyDisposed | −2,636,689 | –F1,F2 | – | 0 | Direct |
Derivative securities (Table II)
Options, warrants, restricted stock units and similar. Shares are the underlying shares; price and value are for the derivative itself, and the holding after is in derivative units.
| Trade date | Security | Transaction | Underlying shares | Unit price | Value | Held after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Sep 21, 2023 | Class A Common Stock | MOption exerciseDisposed | −3,325,660 | –F8 | – | 0 | Direct | |
| Sep 21, 2023 | Class A Common Stock | MOption exerciseDisposed | −207,851 | –F9 | – | 0 | Direct | |
| Sep 21, 2023 | Class B Common Stock | SSaleDisposed | −1,236,033 | –F1,F2 | – | 0 | Direct |
Footnotes and remarks
Livermore keeps the footnotes that transaction prices refer to, all footnotes of amendments (Form 4/A) and the filing's remarks. Other footnotes, such as how indirect holdings are held or the details of a trading plan, are only in the original on SEC EDGAR.
- 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.
Referenced by the price of 8 transactions in Table I and 1 transaction in Table II.
- 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.
Referenced by the price of 8 transactions in Table I and 1 transaction in Table II.
- 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.
Referenced by the price of 1 transaction in Table II.
- 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.
Referenced by the price of 1 transaction in Table II.