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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Series B Convertible Preferred Stock | (3) | 06/06/2014 | C | 32,563 | (3) | (3) | Common Stock | 155,734 (3) | $ 0 | 0 | I | By Fund (1) | |||
| Series A-1 Convertible Preferred Stock | (4) | 06/06/2014 | C | 84,536 | (4) | (4) | Common Stock | 503,157 (4) | $ 0 | 0 | I | By Fund (1) | |||
| Series A-2 Convertible Preferred Stock | (4) | 06/06/2014 | C | 105,162 | (4) | (4) | Common Stock | 638,392 (4) | $ 0 | 0 | I | By Fund (1) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Muenchbach Martin C/O RADIUS HEALTH, INC. 201 BROADWAY, 6TH FLOOR CAMBRIDGE, MA 02139 |
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| /s/ B. Nicholas Harvey, attorney-in-fact | 06/09/2014 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | The reported securities are owned directly by BB Biotech Ventures II L.P. ("BBBV LP"). BB Biotech Ventures GP (Guernsey) Limited ("BBBV Limited") is the General Partner of BBBV LP. The reporting person is a Senior Investment Advisor Private Equity at Bellevue Asset Management AG ("BAM AG") and advises Asset Management BAB N.V. ("AMB NV") who, pursuant to a services agreement with BAM AG, advises the directors of BBBV Limited. The reporting person shares voting and investment power over the BBBV LP shares. The reporting person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein. |
| (2) | The securities reported reflect (i) the total number of shares of common stock issued pursuant to the conversion of Series A-1 Convertible Preferred Stock, Series A-2 Convertible Preferred Stock (collectively, the "Series A Stock"), and Series B Convertible Preferred Stock (the "Series B Stock" and together with the Series A Stock, the "Preferred Stock") previously reported, (ii) a 1 for 2.28 reverse stock split, effected by the Issuer on 4/24/14 (the "Stock Split"), (iii) the effects of certain anti-dilution adjustments made to the conversion ratios of the Series A Stock prior to conversion (the "Anti-Dilution Adjustments"), and (iv) all accrued dividends on the Preferred Stock paid in shares of common stock in connection with such conversion. |
| (3) | Prior to its automatic conversion into common stock upon the listing of the issuer's common stock on a national securities exchange on June 6, 2014 (the "Listing Date"), the Series B Stock was convertible at any time, at the holder's election and had no expiration date. On the Listing Date, the Series B Stock was automatically converted into common stock on a 4.386 to 1 basis (which conversion ratio is reflective of the Stock Split), plus accrued dividends on the Series B Stock payable in shares of common stock in connection with such conversion. |
| (4) | Prior to its automatic conversion into common stock upon the listing of the issuer's common stock on a national securities exchange on the Listing Date, each series of Series A Stock was convertible at any time, at the holder's election and had no expiration date. On the Listing Date, each class of Series A Stock was automatically converted into common stock on a 4.798 to 1 basis (which conversion ratio is reflective of the Stock Split and the Anti-Dilution Adjustments), plus accrued dividends on such series of Series A Stock payable in shares of common stock in connection with such conversion. |