Edgar Filing: Radius Health, Inc.

Ownership Submission

FORM 4

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 OF SECURITIES

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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3235-0287

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January 31, 2005

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

GADICKE ANSBERT

2. Issuer Name and Ticker or Trading Symbol
Radius Health, Inc. [RDUS]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

(Last)

(First)

(Middle)

C/O MPM ASSET MANAGEMENT, 200 CLARENDON ST., 54TH FLOOR

3. Date of Earliest Transaction (Month/Day/Year)
06/06/2014

(Street)

BOSTON, MA 02116

4. If Amendment, Date 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

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/06/2014		C		206,506 ⁽¹⁾	A	⁽¹⁾	206,506 ⁽¹⁾	I	By Fund ⁽²⁾
Common Stock	06/06/2014		C		3,071,454 ⁽¹⁾	A	⁽¹⁾	3,071,454 ⁽¹⁾	I	By Fund ⁽³⁾
Common Stock	06/06/2014		C		259,567 ⁽¹⁾	A	⁽¹⁾	259,567 ⁽¹⁾	I	By Fund ⁽⁴⁾
Common Stock	06/06/2014		C		92,734 ⁽¹⁾	A	⁽¹⁾	92,734 ⁽¹⁾	I	By Fund ⁽⁵⁾
Common Stock	06/06/2014		C		59,445 ⁽¹⁾	A	⁽¹⁾	59,445 ⁽¹⁾	I	By Fund ⁽⁶⁾
Common Stock	06/06/2014		C		2,141,547 ⁽¹⁾	A	⁽¹⁾	2,141,547 ⁽¹⁾	I	By Fund ⁽⁷⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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 control number.		SEC 1474 (9-02)

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 (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 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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Series B Convertible Preferred Stock

⁽⁸⁾

06/06/2014

5,103

⁽⁸⁾

Common Stock

24,405 ⁽⁸⁾

$ 0

By Fund ⁽²⁾

Series A-1 Convertible Preferred Stock

⁽⁹⁾

06/06/2014

15,096

⁽⁹⁾

Common Stock

89,958 ⁽⁹⁾

$ 0

By Fund ⁽²⁾

Series A-2 Convertible Preferred Stock

⁽⁹⁾

06/06/2014

12,194

⁽⁹⁾

Common Stock

74,023 ⁽⁹⁾

$ 0

By Fund ⁽²⁾

Series A-3 Convertible Preferred Stock

⁽⁹⁾

06/06/2014

2,985

⁽⁹⁾

Common Stock

18,120 ⁽⁹⁾

$ 0

By Fund ⁽²⁾

Series B Convertible Preferred Stock

⁽⁸⁾

06/06/2014

75,899

⁽⁸⁾

Common Stock

362,991 ⁽⁸⁾

$ 0

By Fund ⁽³⁾

Series A-1 Convertible Preferred Stock

⁽⁹⁾

06/06/2014

224,528

⁽⁹⁾

Common Stock

1,337,980 ⁽⁹⁾

$ 0

By Fund ⁽³⁾

Series A-2 Convertible Preferred Stock

⁽⁹⁾

06/06/2014

181,364

⁽⁹⁾

Common Stock

1,100,981 ⁽⁹⁾

$ 0

By Fund ⁽³⁾

Series A-3 Convertible Preferred Stock

⁽⁹⁾

06/06/2014

44,395

⁽⁹⁾

Common Stock

269,502 ⁽⁹⁾

$ 0

By Fund ⁽³⁾

Series B Convertible Preferred Stock

⁽⁸⁾

06/06/2014

6,414

⁽⁸⁾

Common Stock

30,674 ⁽⁸⁾

$ 0

By Fund ⁽⁴⁾

Series A-1 Convertible Preferred Stock

⁽⁹⁾

06/06/2014

18,975

⁽⁹⁾

Common Stock

113,074 ⁽⁹⁾

$ 0

By Fund ⁽⁴⁾

Series A-2 Convertible Preferred Stock

⁽⁹⁾

06/06/2014

15,327

⁽⁹⁾

Common Stock

93,043 ⁽⁹⁾

$ 0

By Fund ⁽⁴⁾

Series A-3 Convertible Preferred Stock

⁽⁹⁾

06/06/2014

3,752

⁽⁹⁾

Common Stock

22,776 ⁽⁹⁾

$ 0

By Fund ⁽⁴⁾

Series B Convertible Preferred Stock

⁽⁸⁾

06/06/2014

2,291

⁽⁸⁾

Common Stock

10,956 ⁽⁸⁾

$ 0

By Fund ⁽⁵⁾

Series A-1 Convertible Preferred Stock

⁽⁹⁾

06/06/2014

6,779

⁽⁹⁾

Common Stock

40,396 ⁽⁹⁾

$ 0

By Fund ⁽⁵⁾

Series A-2 Convertible Preferred Stock

⁽⁹⁾

06/06/2014

5,477

⁽⁹⁾

Common Stock

33,248 ⁽⁹⁾

$ 0

By Fund ⁽⁵⁾

Series A-3 Convertible Preferred Stock

⁽⁹⁾

06/06/2014

1,340

⁽⁹⁾

Common Stock

8,134 ⁽⁹⁾

$ 0

By Fund ⁽⁵⁾

Series B Convertible Preferred Stock

⁽⁸⁾

06/06/2014

1,468

⁽⁸⁾

Common Stock

7,020 ⁽⁸⁾

$ 0

By Fund ⁽⁶⁾

Series A-1 Convertible Preferred Stock

⁽⁹⁾

06/06/2014

4,346

⁽⁹⁾

Common Stock

25,898 ⁽⁹⁾

$ 0

By Fund ⁽⁶⁾

Series A-2 Convertible Preferred Stock

⁽⁹⁾

06/06/2014

3,511

⁽⁹⁾

Common Stock

21,313 ⁽⁹⁾

$ 0

By Fund ⁽⁶⁾

Series A-3 Convertible Preferred Stock

⁽⁹⁾

06/06/2014

859

⁽⁹⁾

Common Stock

5,214 ⁽⁹⁾

$ 0

By Fund ⁽⁶⁾

Series B Convertible Preferred Stock

⁽⁸⁾

06/06/2014

71,638

⁽⁸⁾

Common Stock

342,612 ⁽⁸⁾

$ 0

By Fund ⁽⁷⁾

Series A-1 Convertible Preferred Stock

⁽⁹⁾

06/06/2014

114,537

⁽⁹⁾

Common Stock

680,483 ⁽⁹⁾

$ 0

By Fund ⁽⁷⁾

Series A-2 Convertible Preferred Stock

⁽⁹⁾

06/06/2014

184,242

⁽⁹⁾

Common Stock

1,118,452 ⁽⁹⁾

$ 0

By Fund ⁽⁷⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
GADICKE ANSBERT C/O MPM ASSET MANAGEMENT 200 CLARENDON ST., 54TH FLOOR BOSTON, MA 02116	X	X

Signatures

/s/ Ansbert Gadicke		06/09/2014
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	The securities reported reflect (i) the total number of shares of common stock issued pursuant to the conversion of Series A-1 Convertible Preferred Stock, Series A-2 Convertible Preferred Stock, Series A-3 Convertible Preferred Stock (collectively, the "Series A Stock"), and Series B Convertible Preferred Stock (the "Series B Stock" and together with the Series A Stock, the "Preferred Stock") previously reported, (ii) a 1 for 2.28 reverse stock split effected by the Issuer on 4/24/14 (the "Stock Split"), (iii) the effects of certain anti-dilution adjustments made to the conversion ratios of the Series A Stock prior to conversion (the "Anti-Dilution Adjustments"), and (iv) all accrued dividends on the Preferred Stock paid in shares of common stock in connection with such conversion.
(2)	The reported securities are owned directly by MPM BioVentures III, L.P. ("BV III"). MPM BioVentures III GP, L.P. ("MPM III GP") and MPM BioVentures III LLC ("MPM III LLC") are the direct and indirect general partners of BV III. The reporting person is a member of MPM III LLC. The reporting person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein.
(3)	The reported securities are owned directly by MPM BioVentures III-QP, L.P. ("BV III QP"). MPM III GP and MPM III LLC are the direct and indirect general partners of BV III QP. The reporting person is a member of MPM III LLC. The reporting person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein.
(4)	The reported securities are owned directly by MPM BioVentures III GmbH & Co. Beteiligungs KG ("BV KG"). MPM III GP and MPM III LLC are the direct and indirect general partners of BV KG. The reporting person is a member of MPM III LLC. The reporting person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein.
(5)	The reported securities are owned directly by MPM BioVentures III Parallel Fund, L.P. ("BV Parallel"). MPM III GP and MPM III LLC are the direct and indirect general partners of BV Parallel. The reporting person is a member of MPM III LLC. The reporting person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein.
(6)	The reported securities are owned directly by MPM Asset Management Investors 2003 BVIII LLC ("AM 2003"). The reporting person is a member of AM 2003. The reporting person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein.
(7)	The reported securities are owned directly by MPM Bio IV NVS Strategic Fund, L.P. ("MPM NVS"). MPM BioVentures IV GP LLC and MPM BioVentures IV LLC ("BV IV LLC") are the direct and indirect general partners of MPM NVS. The reporting person is a member of BV IV LLC. The reporting person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein.
(8)	Prior to its automatic conversion into common stock upon the listing of the issuer's common stock on a national securities exchange on June 6, 2014 (the "Listing Date"), the Series B Stock was convertible at any time, at the holder's election and had no expiration date. On the Listing Date, the Series B Stock was automatically converted into common stock on a 4.386 to 1 basis (which conversion ratio is reflective of the Stock Split), plus accrued dividends on the Series B Stock payable in shares of common stock in connection with such conversion.
(9)	Prior to its automatic conversion into common stock upon the listing of the issuer's common stock on a national securities exchange on the Listing Date, each series of Series A Stock was convertible at any time, at the holder's election and had no expiration date. On the Listing Date, each class of Series A Stock was automatically converted into common stock on a 4.798 to 1 basis (which conversion ratio is reflective of the Stock Split and the Anti-Dilution Adjustments), plus accrued dividends on such series of Series A Stock payable in shares of common stock in connection with such conversion.

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Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.