SEC FORM 3

SEC Form 3

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^*

Gottesman Noam

(Last)

(First)

(Middle)

C/O RADIUS GLOBAL INFRASTRUCTURE, INC.

3 BALA PLAZA EAST, SUITE 502

(Street)

BALA CYNWYD

19004

(City)

(State)

(Zip)

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)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. 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 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 A Common Stock⁽¹⁾	1,200,000	I	By TOMS Acquisition II 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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Series A Founder Preferred Stock⁽²⁾	⁽³⁾	⁽²⁾	Class A Common Stock	800,000	⁽²⁾	I	By Digital Landscape Partners Holding LLC
Warrants to acquire Class A Common Stock⁽⁴⁾	⁽³⁾	02/10/2023⁽⁵⁾	Class A Common Stock	666,666	$11.5	I	By TOMS Acquisition II LLC

Explanation of Responses:

1. Reflects shares of Class A Common Stock, par value per share $0.0001, of Radius Global Infrastructure, Inc. (the "Company") (such shares, "Class A Shares") held by TOMS Acquisition II LLC. Mr. Gottesman is the managing member and majority owner of TOMS Acquisition II LLC.

2. Reflects 50% of the 1,600,000 shares of Series A Founder Preferred Stock, par value per share $0.0001, of the Company ("Series A Founder Preferred Stock") held by Digital Landscape Partners Holding LLC, which are convertible on a one-to-one basis into Class A Shares. Additionally, Series A Founder Preferred Stock shall automatically convert to Class A Shares on a one-for-one basis on December 31, 2027. TOMS Acquisition II LLC is the holder of 50% of the voting interests and 47.15% of the economic interests in Digital Landscape Partners Holding LLC. The reporting person disclaims beneficial ownership over such shares, except to the extent of his pecuniary interest therein, if any.

3. Immediately exercisable or convertible.

4. Reflects 2,000,000 Warrants to acquire Class A Shares held by TOMS Acquisition II LLC.

5. Expire on the earlier to occur of (i) 5:00 p.m. on February 10, 2023 and (ii) in the event that, prior to such date, an acquisition offer satisfying certain criteria is made to all holders of Class A Shares, such earlier date as determined pursuant to the Amended and Restated Warrant Instrument governing the Warrants (or, in each case, if such day is not a trading day, the trading day immediately following such day).

Remarks:

	/s/ Noam Gottesman	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.
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