SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* Ipsen Pharma SAS (Last) (First) (Middle) C/O WILLY MATHOT, GENERAL COUNSEL 65, QUAI GEORGES GORSE (Street) BOULOGNE BILLANCOURT I0 92100 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 05/17/2011	3. Issuer Name and Ticker or Trading Symbol Radius Health, Inc. [ NONE ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of 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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A-1 Convertible Preferred Stock(1)(2)	(3)	(3)	Common Stock	173,260	(3)	D

1. Name and Address of Reporting Person* Ipsen Pharma SAS (Last) (First) (Middle) C/O WILLY MATHOT, GENERAL COUNSEL 65, QUAI GEORGES GORSE (Street) BOULOGNE BILLANCOURT I0 92100 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Ipsen, S.A. (Last) (First) (Middle) C/O WILLY MATHOT, GENERAL COUNSEL 65, QUAI GEORGES GORSE (Street) BOULOGNE BILLANCOURT I0 92100 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Possible 10% beneficial owner

Explanation of Responses:

1. Ipsen Pharma, a societe par actions simplifiee organized under the laws of France (Ipsen Pharma), is a wholly-owned subsidiary of Ipsen, a societe anonyme organized under the laws of France (Ipsen). Accordingly, Ipsen may be deemed to be the indirect beneficial owner of the securities of Radius Health, Inc. held directly by Ipsen Pharma. This Form 3 is filed jointly by Ipsen Pharma and Ipsen.

2. Neither the filing of this Form 4 nor any of its contents shall be deemed to constitute an admission that Ipsen Pharma and Ipsen are, for the purposes of Sections 13(d), 13(g) or 16 of the Securities Exchange Act of 1934, as amended (the Act), or for any other purpose, the beneficial owners of any securities. Pursuant to Rule 13d-4 of the Act, Ipsen disclaims beneficial ownership of the shares of the Issuer held by Ipsen Pharma. Ipsen does not have or share a pecuniary interest in the shares of the Issuer held by Ipsen Pharma for purposes of Rule 16a-1(a)(2) under the Act.

3. Each share of Series A-1 Convertible Preferred Stock has no expiration date and is convertible at any time, in whole or in part, at the election of the holder at a conversion ratio of 10 shares of Common Stock for every 1 share of Preferred Stock.

	/s/ WILLY MATHOT	06/21/2011
	/s/ WILLY MATHOT	06/21/2011
	** 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 5 (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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