SEC FORM 4

SEC Form 4

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^*

Jovan-Embiricos Morana

(Last)

(First)

(Middle)

C/O RADIUS HEALTH, INC.

201 BROADWAY, 6TH FLOOR

(Street)

CAMBRIDGE

02139

(City)

(State)

(Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
01/08/2015

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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	01/08/2015		J		389,331⁽¹⁾	D	⁽¹⁾	1,167,997	I	By Fund⁽²⁾
Common Stock								1,794,983	I	By Fund⁽³⁾
Common Stock								871,851	I	By Fund⁽⁴⁾

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 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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock Warrant	$2.694	01/08/2015		J			89,261⁽¹⁾	04/23/2013	04/23/2018	Common Stock	89,261⁽¹⁾	$0	267,786	I	By Fund⁽²⁾

Explanation of Responses:

1. Reflects a distribution by F2 Bioscience III, L.P. ("F2 Bioscience III") to a limited partner pursuant to a discretionary election.

2. The reported securities are owned directly by F2 Bioscience III. F2 Biosciences GP Ltd. ("F2 GP") is the General Partner of F2 Bioscience III. The reporting person is a member of F2 GP. The reporting person disclaims beneficial ownership of the securities reported herein except to the extent of her pecuniary interest therein.

3. The reported securities are owned directly by F2 Bioscience IV L.P. ("F2 Bioscience IV"). F2 Bioscience IV GP Ltd. is the General Partner of F2 Bioscience IV. The members of F2 Bioscience IV GP Ltd are Katherine Priestley and Globeways Holdings Limited. The reporting person is a beneficial owner of Globeways Holdings Limited. The reporting person disclaims beneficial ownership of the securities reported herein except to the extent of her pecuniary interest therein.

4. The reported securities are owned directly by F2 Bio Ventures V L.P. ("F2 Bio"). F2 Bio Ventures GP Ltd is General Partner of F2 Bio. The sole member of F2 Bio Ventures GP Ltd is Globeways Holdings Limited. The reporting person is a beneficial owner of Globeways Holdings Limited. The reporting person disclaims beneficial ownership of the securities reported herein except to the extent of her pecuniary interest therein.

	/s/ Morana Jovan-Embiricos	01/12/2015
	** 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).
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