SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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X
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Tomeo Gary

(Last) (First) (Middle)
C/O RADIUS GLOBAL INFRASTRUCTURE, INC.
3 BALA PLAZA EAST, SUITE 502

(Street)
BALA CYNWYD PA 19004

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Radius Global Infrastructure, Inc. [ RADI ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Accounting Officer
3. Date of Earliest Transaction (Month/Day/Year)
09/21/2023
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 09/21/2023 A 80,000 A (1) 109,128(2) D
Class A Common Stock 09/21/2023 D 109,128(2) D (1) 0 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options (Right to Buy)(3) $7.67 09/21/2023 M 25,000 (3) (3) Class A Common Stock 25,000 (3) 0 D
Stock Options (Right to Buy)(3) $7.34 09/21/2023 M 35,000 (3) (3) Class A Common Stock 35,000 (3) 0 D
Stock Options (Right to Buy)(3) $13.36 09/21/2023 M 20,000 (3) (3) Class A Common Stock 20,000 (3) 0 D
Explanation of Responses:
1. 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. Pursuant to the Merger Agreement, 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").
2. Includes 25,200 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.
3. Reflects stock options with respect to shares of the Company's Class A Common Stock that are subject to time-based vesting conditions. Pursuant to the Merger Agreement, at the Effective Time, each outstanding stock option was canceled and converted into the right to receive a cash payment, without interest, equal to the Merger Consideration minus the applicable exercise price.
Remarks:
/s/ Andrew Rosenstein, as Attorney in Fact 09/21/2023
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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