FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Radius Health, Inc. [ NONE ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/17/2011 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 05/17/2011 | A | 29,207 | A | (1) | 29,207 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 Securities Underlying Derivative Security (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: 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 | ||||||||
Stock Option (Right to Buy) | $1.5 | 05/17/2011 | A | 22,642 | (2) | 02/15/2016 | Common Stock | 22,642 | (3) | 22,642 | D | ||||
Stock Option (Right to Buy) | $0.9 | 05/17/2011 | A | 41,547 | (4) | 07/12/2017 | Common Stock | 41,547 | (5) | 41,547 | D | ||||
Stock Option (Right to Buy) | $1.2 | 05/17/2011 | A | 70,935 | (6) | 05/08/2018 | Common Stock | 70,935 | (7) | 70,935 | D | ||||
Stock Option (Right to Buy) | $1.2 | 05/17/2011 | A | 30,231 | (8) | 12/03/2018 | Common Stock | 30,231 | (9) | 30,231 | D |
Explanation of Responses: |
1. Received in exchange for 29,207 shares of common stock of Radius Health, Inc. in connection with the merger of RHI Merger Corp., a wholly-owned subsidiary of the Registrant (f/k/a MPM Acquisition Corp.), with and into Radius Health, Inc. ("Target") pursuant to which Target survived and became a wholly-owned subsidiary of Registrant (the "Surviving Corporation"). Following such merger, the Surviving Corporation merged with and into its parent corporation, the Registrant, and subsequently changed its name to "Radius Health, Inc." (the "Merger"). |
2. 25% of the options vested on February 15, 2007. 25% of the options vested in twelve equal quarterly installments with the first quarterly installment vested on May 15, 2007, and the additional quarterly installments vested on the first day of each calendar quarter thereafter, 50% of the options vested on completion of certain milestones. |
3. Received in exchange for employee stock options to acquire 22,642 shares of Radius common stock for $0.10 per share in connection with the Merger. |
4. The options vest in sixteen equal quarterly installments with the first quarterly installment vesting on July 1, 2007, and the additional quarterly installments vesting on the first day of each calendar quarter thereafter. |
5. Received in exchange for employee stock options to acquire 41,547 shares of Radius common stock for $0.06 per share in connection with the Merger. |
6. 17,733 of the options vested on May 8, 2008, and the remaining options vest in twelve equal quarterly installments with the first quarterly installment vesting on October 1, 2008, and the additional quarterly installments vesting on the first day of each calendar quarter thereafter. |
7. Received in exchange for employee stock options to acquire 70,935 shares of Radius common stock for $0.08 per share in connection with the Merger. |
8. The options vest in sixteen equal quarterly installments with the first quarterly installment vesting on January 1, 2009, and the additional quarterly installments vesting on the first day of each calendar quarter thereafter. |
9. Received in exchange for employee stock options to acquire 30,321 shares of Radius common stock for $0.08 per share in connection with the Merger. |
/s/ B. Nicholas Harvey, attorney-in-fact | 05/19/2011 | |
** 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 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
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 Number. |