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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

MPM BIOVENTURES III 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	_____ 10% Owner
_____ Officer (give title below)	__X__ Other (specify below)
Former 10% stockholder

(Last)

(First)

(Middle)

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

3. Date of Earliest Transaction (Month/Day/Year)
09/27/2016

(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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/27/2016		J⁽¹⁾		1,229,902 ⁽²⁾	D	$ 0 ⁽¹⁾	2,459,804 ⁽³⁾	I	See footnote ⁽⁴⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
MPM BIOVENTURES III LLC C/O MPM ASSET MANAGEMENT 200 CLARENDON STREET, 54TH FLOOR BOSTON, MA 02116				Former 10% stockholder
HENNER DENNIS C/O MPM ASSET MANAGEMENT 200 CLARENDON STREET, 54TH FLOOR BOSTON, MA 02116				Former 10% stockholder
MPM ASSET MANAGEMENT INVESTORS 2003 BVIII LLC C/O MPM ASSET MANAGEMENT 200 CLARENDON STREET, 54TH FLOOR BOSTON, MA 02116				Former 10% stockholder
MPM BIOVENTURES III GMBH & CO. Beteiligungs KG C/O MPM ASSET MANAGEMENT 200 CLARENDON STREET, 54TH FLOOR BOSTON, MA 02116				Former 10% stockholder
MPM BIOVENTURES III PARALLEL FUND, L.P. C/O MPM ASSET MANAGEMENT 200 CLARENDON STREET, 54TH FLOOR BOSTON, MA 02116				Former 10% stockholder
MPM BIOVENTURES III GP L.P. C/O MPM ASSET MANAGEMENT 200 CLARENDON STREET, 54TH FLOOR BOSTON, MA 02116				Former 10% stockholder
MPM BIOVENTURES III L.P. C/O MPM ASSET MANAGEMETN 200 CLARENDON STREET, 54TH FLOOR BOSTON, MA 02116				Former 10% stockholder
MPM BIOVENTURES III-QP L.P. C/O MPM ASSET MANAGEMENT 200 CLARENDON STREET, 54TH FLOOR BOSTON, MA 02116				Former 10% stockholder
STEINMETZ MICHAEL C/O MPM ASSET MANAGEMENT 200 CLARENDON STREET, 54TH FLOOR BOSTON, MA 02116				Former 10% stockholder

Signatures

/s/ Luke Evnin, Series A Member of MPM BioVentures III LLC		09/29/2016
^**Signature of Reporting Person		Date
/s/ Dennis Henner		09/29/2016
^**Signature of Reporting Person		Date
/s/ Luke Evnin, member of MPM Asset Management Investors 2003 BVIII LLC		09/29/2016
^**Signature of Reporting Person		Date
/s/ Luke Evnin, Series A Member of MPM BioVentures III, LLC, the general partner of MPM BioVentures III GP, L.P., the Managing Limited Partner of MPM BioVentures III GmbH & Co. Beteiligungs KG		09/29/2016
^**Signature of Reporting Person		Date
/s/ Luke Evnin, Series A Member of MPM BioVentures III, LLC, the general partner of MPM BioVentures III GP, L.P., the general partner of MPM BioVentures III Parallel Fund, L.P.		09/29/2016
^**Signature of Reporting Person		Date
/s/ Luke Evnin, Series A Member of MPM BioVentures III, LLC, the general partner of MPM BioVentures III GP, L.P.		09/29/2016
^**Signature of Reporting Person		Date
/s/ Luke Evnin, Series A Member of MPM BioVentures III, LLC, the general partner of MPM BioVentures III GP, L.P., the general partner of MPM BioVentures III, L.P.		09/29/2016
^**Signature of Reporting Person		Date
/s/ Luke Evnin, Series A Member of MPM BioVentures III, LLC, the general partner of MPM BioVentures III GP, L.P., the general partner of MPM BioVentures III-QP, L.P.		09/29/2016
^**Signature of Reporting Person		Date
/s/ Michael Steinmetz		09/29/2016
^**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)	Represents a pro-rata in-kind distribution of Common Stock of the Issuer by the reporting persons, without consideration to their respective limited partners and members.
(2)	The shares were distributed as follows: 1,023,819 shares by MPM Bioventures III-QP, L.P. ("BV III QP"), 68,835 shares by MPM BioVentures III, L.P ("BV III"), 19,815 shares by MPM Asset Management Investors 2003 BVIII LLC ("AM 2003"), 30,911 shares by MPM BioVentures III Parallel Fund, L.P. ("BV Parallel") and 86,522 shares by MPM BioVentures III GmbH & Co. Beteiligungs KG ("BV KG").
(3)	The shares are held as follows: 2,047,635 shares by BV III QP, 137,671 shares by BV III, 39,630 shares by AM 2003, 61,823 shares by BV Parallel and 173,045 shares by BV KG.
(4)	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 QP, BV III, BV Parallel and BV KG. Luke Evnin, Ansbert Gadicke, Nicholas Galakatos, Dennis Henner, Nicholas Simon III, Michael Steinmetz and Kurt Wheeler are members of MPM III LLC and AM 2003. Each reporting person disclaims beneficial ownership of the securities reported herein except to the extent of his or its respective pecuniary interest therein.
Remarks: See Form 4 for Nicholas Galakatos filed simultaneously herewith for additional members of this joint filing.

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