0000899243-23-019393.txt : 20230921 0000899243-23-019393.hdr.sgml : 20230921 20230921170058 ACCESSION NUMBER: 0000899243-23-019393 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230921 FILED AS OF DATE: 20230921 DATE AS OF CHANGE: 20230921 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BERKMAN WILLIAM H CENTRAL INDEX KEY: 0001267347 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39568 FILM NUMBER: 231269671 MAIL ADDRESS: STREET 1: 650 MADISON AVE STREET 2: 25TH FL CITY: NEW YORK STATE: NY ZIP: 10022 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Radius Global Infrastructure, Inc. CENTRAL INDEX KEY: 0001810739 STANDARD INDUSTRIAL CLASSIFICATION: LESSORS OF REAL PROPERTY, NEC [6519] IRS NUMBER: 881807259 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 3 BALA PLAZA EAST STREET 2: SUITE 502 CITY: BALA CYNWYD STATE: PA ZIP: 19004 BUSINESS PHONE: 610-660-4910 MAIL ADDRESS: STREET 1: 3 BALA PLAZA EAST STREET 2: SUITE 502 CITY: BALA CYNWYD STATE: PA ZIP: 19004 FORMER COMPANY: FORMER CONFORMED NAME: Digital Landscape Group, Inc. DATE OF NAME CHANGE: 20200427 4 1 doc4.xml FORM 4 SUBMISSION X0508 4 2023-09-21 1 0001810739 Radius Global Infrastructure, Inc. RADI 0001267347 BERKMAN WILLIAM H C/O RADIUS GLOBAL INFRASTRUCTURE, INC. 3 BALA PLAZA EAST, SUITE 502 BALA CYNWYD PA 19004 0 1 0 0 Chief Executive Officer 0 Class A Common Stock 2023-09-21 4 A 0 3325660 A 3325660 D Class A Common Stock 2023-09-21 4 A 0 207851 A 3533511 D Class A Common Stock 2023-09-21 4 D 0 3533511 D 0 D Class B Common Stock 2023-09-21 4 D 0 248664 D 0 I Berkman 2012 GST Family Trust Class B Common Stock 2023-09-21 4 D 0 198932 D 0 I By BB 2008 Investment Trust Class B Common Stock 2023-09-21 4 D 0 638328 D 0 I BB JNB Wrapper, LLC Class B Common Stock 2023-09-21 4 D 0 478698 D 0 I By BB Partners LLC Class B Common Stock 2023-09-21 4 D 0 2636689 D 0 D LTIP Units 2023-09-21 4 M 0 3325660 D Class A Common Stock 3325660 0 D Series B Rollover Profits Units 2023-09-21 4 M 0 207851 D Class A Common Stock 207851 0 D Series B Founder Preferred Stock 2023-09-21 4 S 0 1236033 D Class B Common Stock 1236033 0 D 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. (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. 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. 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. 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. 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. 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. 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. 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. 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. /s/ Andrew Rosenstein, as Attorney in Fact 2023-09-21