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)
06/11/2014

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	06/11/2014		C		1,794,983⁽¹⁾	A	⁽¹⁾	1,794,983⁽¹⁾	I	By Fund⁽²⁾
Common Stock	06/11/2014		C		871,851⁽¹⁾	A	⁽¹⁾	871,851⁽¹⁾	I	By Fund⁽³⁾
Common Stock	06/11/2014		P		587,500	A	$8	587,500	I	By Fund⁽⁴⁾
Common Stock								1,557,328	I	By Fund⁽⁵⁾

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)
Series B-2 Convertible Preferred Stock	⁽⁶⁾	06/11/2014		C			227,938	⁽⁶⁾	⁽⁶⁾	Common Stock	1,794,983	$0	0	I	By Fund⁽²⁾
Series B-2 Convertible Preferred Stock	⁽⁶⁾	06/11/2014		C			110,713	⁽⁶⁾	⁽⁶⁾	Common Stock	871,851	$0	0	I	By Fund⁽³⁾

Explanation of Responses:

1. The securities reported reflect (i) the total number of shares of common stock issued pursuant to the conversion of Series B-2 Convertible Preferred Stock (the "Series B-2 Stock") previously reported, (ii) a 1 for 2.28 reverse stock split, effected by the Issuer on 4/24/14 (the "Stock Split"), and (iii) all accrued dividends on the Series B-2 Stock paid in shares of common stock in connection with such conversion.

2. 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.

3. 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.

4. The reported securities are owned directly by F2 Bioscience VI L.P. ("F2 Bioscience VI"). F2 Bioscience IV GP Ltd. is the General Partner of F2 Bioscience VI. 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.

5. The reported securities are owned directly by F2 Bioscience III, L.P. ("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.

6. Prior to its automatic conversion into common stock upon the closing of the Issuer's initial public offering on June 11, 2014 (the "Closing Date"), the Series B-2 Stock was convertible at any time, at the holder's election and had no expiration date. On the Closing Date, the Series B-2 Stock was automatically converted into common stock on a 7.678 to 1 basis (which conversion ratio is reflective of the Stock Split), plus accrued dividends on the Series B-2 Stock payable in shares of common stock in connection with such conversion.

	/s/Morana Jovan-Embiricos	06/13/2014
	** Signature of Reporting Person	Date
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* 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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