Henner Dennis Form 4 Radius Health / MICHAEL STEINMETZ ownership change

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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X

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^*

MPM BIOVENTURES III LLC

(Last) (First) (Middle)

C/O MPM ASSET MANAGEMENT

200 CLARENDON STREET, 54TH FLOOR

(Street)

BOSTON MA 02116

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
09/27/2016

4. 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 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/27/2016		J(1)		1,229,902(2)	D	$0.00(1)	2,459,804(3)	I	See footnote(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

MPM BIOVENTURES III LLC

(Last) (First) (Middle)

C/O MPM ASSET MANAGEMENT

200 CLARENDON STREET, 54TH FLOOR

(Street)

BOSTON MA 02116

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

HENNER DENNIS

(Last) (First) (Middle)

C/O MPM ASSET MANAGEMENT

200 CLARENDON STREET, 54TH FLOOR

(Street)

BOSTON MA 02116

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

MPM ASSET MANAGEMENT INVESTORS 2003 BVIII LLC

(Last) (First) (Middle)

C/O MPM ASSET MANAGEMENT

200 CLARENDON STREET, 54TH FLOOR

(Street)

BOSTON MA 02116

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

MPM BIOVENTURES III GMBH & CO. Beteiligungs KG

(Last) (First) (Middle)

C/O MPM ASSET MANAGEMENT

200 CLARENDON STREET, 54TH FLOOR

(Street)

BOSTON MA 02116

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

MPM BIOVENTURES III PARALLEL FUND, L.P.

(Last) (First) (Middle)

C/O MPM ASSET MANAGEMENT

200 CLARENDON STREET, 54TH FLOOR

(Street)

BOSTON MA 02116

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

MPM BIOVENTURES III GP L.P.

(Last) (First) (Middle)

C/O MPM ASSET MANAGEMENT

200 CLARENDON STREET, 54TH FLOOR

(Street)

BOSTON MA 02116

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

MPM BIOVENTURES III L.P.

(Last) (First) (Middle)

C/O MPM ASSET MANAGEMETN

200 CLARENDON STREET, 54TH FLOOR

(Street)

BOSTON MA 02116

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

MPM BIOVENTURES III-QP L.P.

(Last) (First) (Middle)

C/O MPM ASSET MANAGEMENT

200 CLARENDON STREET, 54TH FLOOR

(Street)

BOSTON MA 02116

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

STEINMETZ MICHAEL

(Last) (First) (Middle)

C/O MPM ASSET MANAGEMENT

200 CLARENDON STREET, 54TH FLOOR

(Street)

BOSTON MA 02116

(City) (State) (Zip)

Explanation of Responses:

1. Represents a pro-rata in-kind distribution of Common Stock of the Issuer by the reporting persons, without consideration to their respective limited partners and members.

2. The shares were distributed as follows: 1,023,819 shares by MPM Bioventures III-QP, L.P. ("BV III QP"), 68,835 shares by MPM BioVentures III, L.P ("BV III"), 19,815 shares by MPM Asset Management Investors 2003 BVIII LLC ("AM 2003"), 30,911 shares by MPM BioVentures III Parallel Fund, L.P. ("BV Parallel") and 86,522 shares by MPM BioVentures III GmbH & Co. Beteiligungs KG ("BV KG").

3. The shares are held as follows: 2,047,635 shares by BV III QP, 137,671 shares by BV III, 39,630 shares by AM 2003, 61,823 shares by BV Parallel and 173,045 shares by BV KG.

4. MPM BioVentures III GP, L.P. ("MPM III GP") and MPM BioVentures III LLC ("MPM III LLC") are the direct and indirect general partners of BV III QP, BV III, BV Parallel and BV KG. Luke Evnin, Ansbert Gadicke, Nicholas Galakatos, Dennis Henner, Nicholas Simon III, Michael Steinmetz and Kurt Wheeler are members of MPM III LLC and AM 2003. Each reporting person disclaims beneficial ownership of the securities reported herein except to the extent of his or its respective pecuniary interest therein.

Remarks:

See Form 4 for Nicholas Galakatos filed simultaneously herewith for additional members of this joint filing.

	/s/ Luke Evnin, Series A Member of MPM BioVentures III LLC	09/29/2016
	/s/ Dennis Henner	09/29/2016
	/s/ Luke Evnin, member of MPM Asset Management Investors 2003 BVIII LLC	09/29/2016
	/s/ Luke Evnin, Series A Member of MPM BioVentures III, LLC, the general partner of MPM BioVentures III GP, L.P., the Managing Limited Partner of MPM BioVentures III GmbH & Co. Beteiligungs KG	09/29/2016
	/s/ Luke Evnin, Series A Member of MPM BioVentures III, LLC, the general partner of MPM BioVentures III GP, L.P., the general partner of MPM BioVentures III Parallel Fund, L.P.	09/29/2016
	/s/ Luke Evnin, Series A Member of MPM BioVentures III, LLC, the general partner of MPM BioVentures III GP, L.P.	09/29/2016
	/s/ Luke Evnin, Series A Member of MPM BioVentures III, LLC, the general partner of MPM BioVentures III GP, L.P., the general partner of MPM BioVentures III, L.P.	09/29/2016
	/s/ Luke Evnin, Series A Member of MPM BioVentures III, LLC, the general partner of MPM BioVentures III GP, L.P., the general partner of MPM BioVentures III-QP, L.P.	09/29/2016
	/s/ Michael Steinmetz	09/29/2016
	** Signature of Reporting Person	Date
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