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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

MPM BioVentures IV LLC

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

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

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

(Last)

(First)

(Middle)

C/O MPM ASSET MANAGEMENT, 200 CLARENDON STREET, 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)
___ Form filed by One Reporting Person
_X_ 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		549,548 ⁽¹⁾	A	⁽²⁾	549,548	I	See footnote ⁽³⁾
Common Stock	06/06/2014		C		883,993 ⁽¹⁾	A	⁽²⁾	1,433,541	I	See footnote ⁽³⁾
Common Stock	06/06/2014		C		314,204 ⁽¹⁾	A	⁽⁴⁾	1,747,745	I	See footnote ⁽³⁾
Common Stock	06/06/2014		J⁽⁵⁾		393,802 ⁽⁵⁾	A	⁽⁵⁾	2,141,547	I	See footnote ⁽³⁾

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 A-1 Convertible Preferred Stock

⁽²⁾

06/06/2014

114,537 ⁽¹⁾

⁽²⁾

Common Stock

549,548

$ 0

See footnote ⁽¹⁾

Series A-2 Convertible Preferred Stock

⁽²⁾

06/06/2014

184,242 ⁽¹⁾

⁽²⁾

Common Stock

883,993

$ 0

See footnote ⁽¹⁾

Series B Convertible Preferred Stock

⁽⁴⁾

06/06/2014

71,638 ⁽¹⁾

⁽⁴⁾

Common Stock

314,204

$ 0

See footnote ⁽¹⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
MPM BioVentures IV LLC C/O MPM ASSET MANAGEMENT 200 CLARENDON STREET, 54TH FLOOR BOSTON, MA 02116		X
Scopa James Paul C/O MPM ASSET MANAGEMENT 601 GATEWAY BLVD., SUITE 350 SOUTH SAN FRANCISCO, CA 94080		X
MPM BioVentures IV GP LLC C/O MPM ASSET MANAGEMENT 200 CLARENDON STREET, 54TH FLOOR BOSTON, MA 02116		X
MPM Bio IV NVS Strategic Fund LP C/O MPM ASSET MANAGEMENT 200 CLARENDON STREET, 54TH FLOOR BOSTON, MA 02116		X
Foley Todd C/O MPM ASSET MANAGEMENT 200 CLAREDON STREET, 54TH FLOOR BOSTON, MA 02116		X
KAILIAN VAUGHN M C/O MPM ASSET MANAGEMENT 200 CLARENDON STREET, 54TH FLOOR BOSTON, MA 02116		X

Signatures

/s/ Luke Evnin, Member of MPM BioVentures IV LLC		06/10/2014
^**Signature of Reporting Person		Date
/s/ James Paul Scopa		06/10/2014
^**Signature of Reporting Person		Date
/s/ Luke Evnin, Member of MPM BioVentures IV LLC, the Managing Member of MPM BioVentures IV GP LLC		06/10/2014
^**Signature of Reporting Person		Date
/s/ Luke Evnin, Member of MPM BioVentures IV LLC, the Managing Member of MPM BioVentures IV GP LLC, the general partner of MPM Bio IV NVS Strategic Fund. L.P.		06/10/2014
^**Signature of Reporting Person		Date
/s/ Todd Foley		06/10/2014
^**Signature of Reporting Person		Date
Vaughn M. Kailian		06/10/2014
^**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 shares were converted into Common Stock by MPM Bio IV NVS Strategic Fund, L.P. ("MPM NVS"). MPM BioVentures IV GP LLC ("BV IV GP LLC") and MPM BioVentures IV LLC ("BV IV LLC") are the direct and indirect general partners of MPM NVS. Luke Evnin, Ansbert Gadicke, Todd Foley, Vaughn M. Kailian and James Paul Scopa are the members of BV IV LLC. Each reporting person disclaims beneficial ownership of the securities reported herein except to the extent of his or its respective pecuniary interest therein.
(2)	The Series A-1 Convertible Preferred Stock, Series A-2 Convertible Preferred Stock and Series A-3 Convertible Preferred Stock automatically converted into the Issuer's Common Stock on a 4.798-for-1 basis upon the listing of the Issuer's Common Stock on a national securities exchange and had no expiration date.
(3)	The shares are held by MPM NVS. Each reporting person disclaims beneficial ownership of the securities reported herein except to the extent of his or its respective pecuniary interest therein.
(4)	The Series B Convertible Preferred Stock automatically converted into the Issuer's Common Stock on a 4.386-for-1 basis upon the listing of the Issuer's Common Stock on a national securities exchange and had no expiration date.
(5)	In connection with the listing of the Issuer's Common Stock on a national securities exchange, the Issuer issued shares of its Common Stock to its Series A-1, Series A-2, Series A-3 and Series B convertible preferred stock in satisfaction of accumulated and unpaid dividends.

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