|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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 |
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
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) |
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 | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Series A-1 Convertible Preferred Stock | (2) | 06/06/2014 | C | 122,820 | (2) | (2) | Common Stock | 589,290 | $ 0 | 0 | D | ||||
Series B Convertible Preferred Stock (1) | (2) | 06/06/2014 | C | 97,688 | (2) | (2) | Common Stock | 428,459 | $ 0 | 0 | D | ||||
Series B-2 Convertible Preferred Stock (1) | (2) | 06/06/2014 | C | 65,125 | (2) | (2) | Common Stock | 500,029 | $ 0 | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
BIOTECH GROWTH N V SNIPWEG 26 CURACAO 00000 |
X | |||
BB BIOTECH AG VORDERGASSE 3 SCHAFFHAUSEN, V8 8200 |
X |
/s/ Michael Hutter Signatory Authority for Biotech Growth N.V. and BB Biotech AG | 06/12/2014 | |
**Signature of Reporting Person | Date |
* | 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) | Biotech Growth N.V. is a wholly-owned subsidiary of BB Biotech AG. Accordingly, BB Biotech AG may be deemed to be the indirect beneficial owner of the securities of Radius Health, Inc. held directly or indirectly by Biotech Growth N.V. This Form 4 is filed jointly by BB Biotech AG and Biotech Growth N.V. |
(2) | The Series A-1 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. 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. The Series B-2 Convertible Preferred Stock automatically converted into the Issuer's Common Stock on a 7,678-for-1 basis upon the listing of the Issuer's Common Stock on a national securities exchange and had no expiration date. |
(3) | 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 certain of its preferred stock holders in satisfaction of accumulated and unpaid dividends. |