| 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)
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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) 03/03/2021 | ||||||||||||||||||||||||||
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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) | 03/03/2021 | S | 4,527 | D | $12.4285 | 4,495,473 | I | See footnote(2) | ||
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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 | ||||||||
| Warrants to Acquire Class A Common Stock(3) | $11.5 | 02/10/2020 | (3) | Class A Common Stock | 1,500,000 | 4,500,000 | I | See footnote(2) | |||||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. The shares of Class A Common Stock, par value $0.0001 per share (the "Class A Common Stock"), of Radius Global Infrastructure, Inc. (the "Issuer") were acquired in connection with the Issuer's domestication as a Delaware corporation, pursuant to which each issued and outstanding ordinary share, no par value, of Digital Landscape Group, Inc., a British Virgin Islands business company with limited liability, automatically converted, by operation of law, on a one-to-one basis into a share of Class A Common Stock. |
| 2. The securities disclosed in this Form 4 are owned by certain funds (the "Funds") managed by Third Point LLC ("Third Point"). Daniel S. Loeb is the Chief Executive Officer of Third Point. By reason of the provisions of Rules 13d-3 and 16a-1 under the Securities Exchange Act of 1934, as amended, Third Point and Mr. Loeb may be deemed to be the beneficial owners of the securities beneficially owned by the Funds. The filing of this statement shall not be deemed an admission that either of Third Point or Mr. Loeb are the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise. Third Point and Mr. Loeb hereby disclaim beneficial ownership of all such securities, except to the extent of any indirect pecuniary interest therein. |
| 3. The warrants to acquire Class A Common Stock (the "Warrants") entitle holders thereof to one-third of one Class A Common Share, exercisable in multiples of three Warrants at $11.50 per Class A Common Share, subject to the terms and conditions set forth in the Amended and Restated Warrant Instrument of the Issuer, dated October 2, 2020, as filed with the U.S. Securities and Exchange Commission as Exhibit 4.4 to the Post-Effective Amendment No. 1 to the Form S-4 Registration Statement of the Issuer on October 21, 2020. The Warrants will expire upon the earlier to occur of (i) 5:00 p.m. (New York City time) on February 10, 2023, and (ii) in the event that, prior to such anniversary, an acquisition offer satisfying certain criteria is made to all holders of Class A Common Stock, such earlier date as determined pursuant to the Warrant Instrument pursuant to which the Warrants are issued (or, in each case, if such day is not a trading day, the trading day immediately following such day). |
| Remarks: |
| Exhibits -------- 24. Power of Attorney granted by Daniel S. Loeb in favor of William Song and Joshua L. Targoff, dated February 17, 2021. |
| DANIEL S. LOEB, /s/ William Song, as Attorney-in-Fact for Daniel S. Loeb | 03/04/2021 | |
| THIRD POINT LLC, /s/ William Song, as Attorney-in-Fact for Daniel S. Loeb, Chief Executive Officer of Third Point | 03/04/2021 | |
| ** 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. | ||
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS THAT the undersigned hereby constitute and appoint WILLIAM SONG and JOSHUA L.
TARGOFF and each of them severally, as the true and lawful attorneys and agents of each of the undersigned, with power to act with or without the others and with full power of substitution and resubstitution, to execute in the name, place and stead
of each of the undersigned any statements, reports or filings with respect to the undersigned (whether such filing includes one or more or all of the undersigned) necessary or advisable in connection with any disclosure requirement promulgated under
the federal or state securities laws of the United States or any other applicable regulatory body, including, without limitation, the Company’s compliance with the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated
thereunder (including, without limitation, any filings on Schedule 13D, Schedule 13G, Form 3, Form 4, Form 5 and Form 13F and any forms or statements required to be submitted in connection with any electronic filing), and any and all amendments to
such statements, reports and filings, and any disclosure requirement promulgated under the securities laws or any similar laws or regulations of any jurisdiction whether inside or outside of the United States, and all amendments to such statements,
reports and filings, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the United States Securities and Exchange Commission or any other applicable regulatory body, said attorneys and agents having
full power and authority to do and perform in the name and on behalf of any of the undersigned every act necessary to be done in the premises as fully and as effectually as the undersigned might or could do in person; and each of the undersigned
hereby ratifies and confirms all that said attorneys and agents shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents as of February 17, 2021.
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/s/ Daniel S. Loeb
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Daniel S. Loeb
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THIRD POINT LLC
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By:
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/s/ Daniel S. Loeb
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Name:
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Daniel S. Loeb
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Title:
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Chief Executive Officer
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THIRD POINT PARTNERS LP
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By:
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Third Point Advisors LLC, its General Partner
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By:
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/s/ Daniel S. Loeb
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Name:
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Daniel S. Loeb
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Title:
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Managing Member
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THIRD POINT PARTNERS QUALIFIED LP
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By:
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Third Point Advisors LLC, its General Partner
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By:
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/s/ Daniel S. Loeb
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Name:
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Daniel S. Loeb
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Title:
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Managing Member
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THIRD POINT ULTRA MASTER FUND L.P.
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By:
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Third Point Advisors II L.L.C., its General Partner
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By:
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/s/ Daniel S. Loeb
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Name:
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Daniel S. Loeb
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Title:
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Chief Executive Officer
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THIRD POINT ENHANCED L.P.
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By:
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Third Point LLC, its Investment Manager
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By:
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/s/ Daniel S. Loeb
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Name:
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Daniel S. Loeb
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Title:
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Chief Executive Officer
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THIRD POINT OFFSHORE MASTER FUND L.P.
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By:
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Third Point Advisors II L.L.C., its General Partner
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By:
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/s/ Daniel S. Loeb
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Name:
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Daniel S. Loeb
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Title:
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Managing Director
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THIRD POINT ADVISORS II L.L.C.
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By:
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/s/ Daniel S. Loeb
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Name:
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Daniel S. Loeb
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Title:
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Managing Member
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