| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 10/02/2020 | 3. Issuer Name and Ticker or Trading Symbol Radius Global Infrastructure, Inc. [ RADI ] | |||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
|---|---|---|---|
| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Class B Common Stock(1) | 1,386,033 | D | |
| Class B Common Stock(2) | 453,387 | I | By BB Partners LLC |
| Class B Common Stock(3) | 942,065 | I | By BB BLAH LLC |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
|---|---|---|---|---|---|---|---|
| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Series B Founder Preferred Stock(4) | (4) | (4) | Class B Common Stock | 1,236,033 | (4) | D | |
| Series A LTIP units(5)(6) | (5)(6) | (5)(6) | Class A Common Stock | 693,017 | (5) | D | |
| Series A LTIP units(5)(7) | (5)(7) | (5)(7) | Class A Common Stock | 693,016 | (5) | D | |
| Series B LTIP units(5)(8) | (5)(8) | (5)(8) | Class A Common Stock | 1,236,033 | (5) | D | |
| Explanation of Responses: |
| 1. Reflects shares of Class B Common Stock, par value $0.0001 per share, of Radius Global Infrastructure, Inc. (the "Company") (such shares, "Class B Shares") that were granted in tandem with a corresponding number of Series A long-term incentive units ("Series A LTIP Units") in APW OpCo LLC ("OpCo"), in which the Company owns a 91.8% interest. Class B Shares are subject to the same vesting and forfeiture conditions as the related Series A LTIP Units and shall be surrendered to the Company in the event that related Series A LTIP Units are redeemed for shares of Class A Common Stock, par value $0.0001 per share, of the Company ("Class A Shares"). |
| 2. Reflects Class B Shares held by BB Partners LLC. Mr. Berkman is the managing member and majority owner of BB Partners LLC. |
| 3. Reflects Class B Shares of the Company held by BB BLAH LLC. Mr. Berkman is the managing member and majority owner of BB BLAH LLC. |
| 4. Reflects shares of Series B Founder Preferred Stock, par value $0.0001 per share, of the Company ("Series B Founder Preferred Stock") that were granted in tandem with a corresponding number of Series B long-term incentive units in OpCo ("Series B LTIP Units"). Shares of Series B Founder Preferred Stock are subject to the same vesting and forfeiture conditions as the related Series B LTIP Units, shall be surrendered to the Company in the event that related Series B LTIP Units are redeemed for Class A Shares. Shares of Series B Founder Preferred Stock are immediately convertible, on a one-to-one basis, into Class B Shares. Additionally, shares of Series B Founder Preferred Stock shall automatically convert to Class B Shares on a one-for-one basis on December 31, 2027. |
| 5. Once equitized, Series A LTIP Units and Series B LTIP Units may be redeemed for Class A Shares on a one-for-one basis; provided that such Class A Shares will be subject to the same vesting and forfeiture conditions as the exchanged Series A LTIP Units or Series B LTIP Units, as the case may be. |
| 6. Reflects Series A LTIP Units that are subject to time-based vesting conditions and vest in equal installments on the first, second, third, fourth and fifth anniversaries of February 10, 2020. |
| 7. Reflects Series A LTIP Units that are subject to time- and performance-based vesting conditions. The time-based vesting condition is satisfied with respect to 50% of such Series A LTIP Units on each of the third and seventh anniversaries of February 10, 2020. The performance-based vesting condition will be satisfied with respect to 25% of such Series A LTIP Units on the last trading day of any year ending on or prior to December 31, 2027 that the 10-Day VWAP (as defined in the applicable award agreement) first equals or exceeds $11.50 per Class A Share, $13.50 per Class A Share, $15.50 per Class A Share and $17.50 per Class A Share. |
| 8. Reflects Series B LTIP Units that vest pro rata on the last trading day of any year ending on or prior to December 31, 2029 that the 10-Day VWAP exceeds $10.00 per Class A Share, with 0% vesting of such Series B LTIP Units at $10.00 per Class A Share and linear vesting through and until 100% vesting of such Series B LTIP Units at $20.00 per Class A Share. |
| Remarks: |
| /s/ William H. Berkman | 10/02/2020 | |
| ** 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 5 (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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
