0000899243-22-028647.txt : 20220815
0000899243-22-028647.hdr.sgml : 20220815
20220815161946
ACCESSION NUMBER: 0000899243-22-028647
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20220815
FILED AS OF DATE: 20220815
DATE AS OF CHANGE: 20220815
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: SANDERS MACHELLE
CENTRAL INDEX KEY: 0001718020
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35726
FILM NUMBER: 221165891
MAIL ADDRESS:
STREET 1: C/O NOVAN, INC.
STREET 2: 4105 HOPSON ROAD
CITY: MORRISVILLE
STATE: NC
ZIP: 27560
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Radius Health, Inc.
CENTRAL INDEX KEY: 0001428522
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
IRS NUMBER: 800145732
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: ATTN: PRINCIPAL FINANCE OFFICER
STREET 2: 22 BOSTON WHARF ROAD, 7TH FLOOR
CITY: BOSTON
STATE: MA
ZIP: 02210
BUSINESS PHONE: 617-551-4000
MAIL ADDRESS:
STREET 1: ATTN: PRINCIPAL FINANCE OFFICER
STREET 2: 22 BOSTON WHARF ROAD, 7TH FLOOR
CITY: BOSTON
STATE: MA
ZIP: 02210
FORMER COMPANY:
FORMER CONFORMED NAME: MPM ACQUISITION CORP
DATE OF NAME CHANGE: 20080228
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2022-08-15
1
0001428522
Radius Health, Inc.
RDUS
0001718020
SANDERS MACHELLE
C/O RADIUS HEALTH, INC.
22 BOSTON WHARF ROAD, 7TH FLOOR
BOSTON
MA
02210
1
0
0
0
Common Stock
2022-08-15
4
D
0
5500
10.00
D
0
D
Stock Option (Right to Buy)
6.40
2022-08-15
4
D
0
10000
3.60
D
2032-01-14
Common Stock
10000
0
D
Pursuant to the Merger Agreement, as of the Effective Time, these shares were converted into the right to receive the consideration per Share of (i) $10.00, payable to the holder thereof of cash, without interest but subject to reduction for any applicable withholding Taxes payable in respect thereof, and (ii) one CVR per share.
Pursuant to the Merger Agreement, at the Effective Time, these options automatically vested and were cancelled, by virtue of the Merger and without any action on the part of the Reporting Person, and the Reporting Person was entitled to receive (without interest) (A) an amount in cash (less applicable Tax withholdings) equal to the product of (x) the total number of Shares subject to such option immediately prior to the effective time multiplied by (y) the excess, if any, of the Cash Consideration over the applicable exercise price per Share under such option, and (B) one CVR for each Share subject thereto.
Capitalized terms used herein without definition have the meanings ascribed to them in the Agreement and Plan of Merger, dated as of June 23, 2022, by and among Ginger Acquisition, Inc., Ginger Merger Sub, Inc. and Radius Health, Inc. (the "Merger Agreement").
/s/ G. Kelly Martin, as attorney-in-fact
2022-08-15