4//SEC Filing
BERKMAN WILLIAM H 4
Accession 0000899243-23-019393
CIK 0001810739other
Filed
Sep 20, 8:00 PM ET
Accepted
Sep 21, 5:00 PM ET
Size
27.3 KB
Accession
0000899243-23-019393
Insider Transaction Report
Form 4
BERKMAN WILLIAM H
DirectorChief Executive Officer
Transactions
- Disposition to Issuer
Class B Common Stock
2023-09-21−248,664→ 0 total(indirect: By Trust) - Award
Class A Common Stock
2023-09-21+3,325,660→ 3,325,660 total - Award
Class A Common Stock
2023-09-21+207,851→ 3,533,511 total - Disposition to Issuer
Class A Common Stock
2023-09-21−3,533,511→ 0 total - Disposition to Issuer
Class B Common Stock
2023-09-21−638,328→ 0 total(indirect: By LLC) - Disposition to Issuer
Class B Common Stock
2023-09-21−478,698→ 0 total(indirect: By LLC) - Disposition to Issuer
Class B Common Stock
2023-09-21−198,932→ 0 total(indirect: By Trust) - Disposition to Issuer
Class B Common Stock
2023-09-21−2,636,689→ 0 total - Exercise/Conversion
LTIP Units
2023-09-21−3,325,660→ 0 total→ Class A Common Stock (3,325,660 underlying) - Exercise/Conversion
Series B Rollover Profits Units
2023-09-21−207,851→ 0 total→ Class A Common Stock (207,851 underlying) - Sale
Series B Founder Preferred Stock
2023-09-21−1,236,033→ 0 total→ Class B Common Stock (1,236,033 underlying)
Footnotes (10)
- [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.
- [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.
- [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.
- [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.
- [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.
- [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.
- [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.
- [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.
- [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.
- [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.
Documents
Issuer
Radius Global Infrastructure, Inc.
CIK 0001810739
Entity typeother
Related Parties
1- filerCIK 0001267347
Filing Metadata
- Form type
- 4
- Filed
- Sep 20, 8:00 PM ET
- Accepted
- Sep 21, 5:00 PM ET
- Size
- 27.3 KB