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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Radius Global Infrastructure, Inc. [ RADI ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 12/15/2021 | ||||||||||||||||||||||||||
| 4. 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 Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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(1) | 12/15/2021 | M | 15,000 | A | (2) | 85,521(3) | D | |||
| Class A Common Stock | 12/15/2021 | S(4) | 15,000 | D | $15.94(5) | 70,521(4) | D | |||
| Class B Common Stock(6) | 12/15/2021 | D | 15,000 | D | $0.00 | 880,909 | D | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Series A LTIP units(2)(7) | (2) | 12/15/2021 | M | 15,000 | (2)(7) | (6)(7) | Class A Common Stock | 15,000 | (2) | 355,455 | D | ||||
| Explanation of Responses: |
| 1. Reflects shares of Class A Common Stock, par value $0.0001 per share of Radius Global Infrastructure, Inc. (the "Company") (such shares, "Class A Shares"), issued to Mr. Goldstein in connection with the redemption of 15,000 Series A long-term incentive plan units ("Series A LTIP Units") in APW OpCo LLC ("OpCo"). |
| 2. Once equitized, Series A 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. |
| 3. Includes 70,521 Class A Shares distributed to Mr. Goldstein on February 25, 2021 by an entity in which Mr. Goldstein is a member. |
| 4. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 13, 2021. |
| 5. The reported price is a weighted average of sales prices ranging from $15.70 to $16.49 per share, inclusive. Mr. Goldstein undertakes to provide to the Company, any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of sales sold at each separate price within the range. |
| 6. Reflects shares of Class B Common Stock, par value $0.0001 per share, of the Company (such shares, "Class B Shares") that were granted in tandem with a corresponding number of Series A LTIP Units in OpCo that were surrendered to the Company by Mr. Goldstein in connection with the redemption of the 15,000 Series A LTIP Units for 15,000 shares of Class A Shares. |
| 7. 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. |
| Remarks: |
| /s/ Andrew Rosenstein as Attorney in Fact | 12/16/2021 | |
| ** 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). | ||
| 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. | ||