Sec Form 3 Filing - BERKMAN WILLIAM H @ Radius Global Infrastructure, Inc. - 2020-10-02

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FORM 3
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
BERKMAN WILLIAM H
2. Issuer Name and Ticker or Trading Symbol
Radius Global Infrastructure, Inc. [ RADI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last) (First) (Middle)
C/O RADIUS GLOBAL INFRASTRUCTURE, INC., 3 BALA PLAZA EAST, SUITE 502
3. Date of Earliest Transaction (MM/DD/YY)
10/02/2020
(Street)
BALA CYNWYD, PA19004
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 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 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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 B Founder Preferred Stock ( 4 ) ( 4 ) ( 4 ) ( 4 ) Class B Common Stock 1,236,033 D
Series A LTIP units ( 5 ) ( 6 ) ( 5 ) ( 5 )( 6 ) ( 5 )( 6 ) Class A Common Stock 693,017 D
Series A LTIP units ( 5 ) ( 7 ) ( 5 ) ( 5 )( 7 ) ( 5 )( 7 ) Class A Common Stock 693,016 D
Series B LTIP units ( 5 ) ( 8 ) ( 5 ) ( 5 )( 8 ) ( 5 )( 8 ) Class A Common Stock 1,236,033 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
BERKMAN WILLIAM H
C/O RADIUS GLOBAL INFRASTRUCTURE, INC.
3 BALA PLAZA EAST, SUITE 502
BALA CYNWYD, PA19004
X Chief Executive Officer
Signatures
/s/ William H. Berkman 10/02/2020
Signature of Reporting Person Date
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.

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