4//SEC Filing
Bruce Scott G. 4
Accession 0000899243-23-019384
CIK 0001810739other
Filed
Sep 20, 8:00 PM ET
Accepted
Sep 21, 4:55 PM ET
Size
15.6 KB
Accession
0000899243-23-019384
Insider Transaction Report
Form 4
Bruce Scott G.
President
Transactions
- Disposition to Issuer
Class A Common Stock
2023-09-21−1,601,109→ 0 total - Disposition to Issuer
Class B Common Stock
2023-09-21−1,383,669→ 0 total - Award
Class A Common Stock
2023-09-21+1,458,669→ 1,601,109 total - Sale
Series B Founder Preferred Stock
2023-09-21−75,000→ 0 total→ Class B Common Stock (75,000 underlying) - Exercise/Conversion
LTIP Units
2023-09-21−1,458,669→ 0 total→ Class A Common Stock (1,458,669 underlying)
Footnotes (6)
- [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.
- [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.
- [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.
- [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.
- [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.
- [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.
Documents
Issuer
Radius Global Infrastructure, Inc.
CIK 0001810739
Entity typeother
Related Parties
1- filerCIK 0001678631
Filing Metadata
- Form type
- 4
- Filed
- Sep 20, 8:00 PM ET
- Accepted
- Sep 21, 4:55 PM ET
- Size
- 15.6 KB