0000899243-22-028640.txt : 20220815 0000899243-22-028640.hdr.sgml : 20220815 20220815161610 ACCESSION NUMBER: 0000899243-22-028640 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: GARNIER JEAN PIERRE CENTRAL INDEX KEY: 0001184175 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35726 FILM NUMBER: 221165828 MAIL ADDRESS: STREET 1: UNITED TECHNOLOGIES CORP STREET 2: 10 FARM SPRINGS ROAD CITY: FARMINGTON STATE: CT ZIP: 06032 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 0001184175 GARNIER JEAN PIERRE C/O RADIUS HEALTH, INC. 22 BOSTON WHARF ROAD, 7TH FLOOR BOSTON MA 02210 1 0 0 0 Common Stock 2022-08-15 4 U 0 26800 10.00 D 5500 D 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 terms of the Merger Agreement and the Tender Offer Statement on Schedule TO filed by Ginger Merger Sub, Inc., these Shares were tendered and disposed of at the Acceptance Time in exchange for 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, 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