Schedule 13D (Amendment No. 12)
EXPLANATORY NOTE: This Amendment No. 12 to Schedule 13D amends the statement on Schedule 13D relating to shares of common stock, $0.0001 par value (the “Common Stock”) of Radius Health, Inc. (the “Issuer”), initially filed by BB Biotech AG (“BB Biotech”) and Biotech Growth, N.V. (“Biotech Growth”) with the Securities and Exchange Commission on June 3, 2011 (together with all amendments thereto, this “Schedule 13D”). The shares of the Common Stock previously held by Biotech Growth are now held by Biotech Target N.V. (“Biotech Target”). Both Biotech Growth and Biotech Target are wholly-owned subsidiaries of BB Biotech. Amendment No. 12 is filed to reflect the current holding in the number of shares of Common Stock owned by BB Biotech and Biotech Target (collectively, the “Reporting Persons”).
Each capitalized term used and not defined herein shall have the meaning assigned to such term in prior amendments to this Schedule 13D. Except as otherwise provided herein, each Item of this Schedule 13D remains unchanged.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 is hereby supplemented to add the following after the last sentence:
Between April 30, 2020 and November 5, 2020, the Reporting Persons acquired an additional 524,029 shares of the Issuer’s Common Stock (the “Sixth Additional Open Market Shares”) on the open market resulting in an approximate 1.1% increase in percentage ownership of the outstanding shares of the Issuer’s Common Stock held by the Reporting Persons since the filing of Amendment No. 11 to this Schedule 13D with the Securities and Exchange Commission on May 19, 2020. Each of the purchases of the Sixth Additional Open Market Shares were made with the working capital of BB Biotech and the aggregate amount of funds expended, excluding commissions, to acquire the Sixth Additional Open Market Shares was US $6,350,205.49.
Item 4. Purpose of Transaction
Item 4 is hereby supplemented to add the following:
The Reporting Persons acquired the Sixth Additional Open Market Shares for investment purposes.
Item 5. Interest in Securities of the Issuer
Items 5 is hereby amended and restated in its entirety as follows:
| | (a) | As the result of an internal restructuring, the shares of Common Stock previously held by Biotech Growth are now held by Biotech Target. Biotech Target is the record owner of 7,455,714 shares of Common Stock. Biotech Growth no longer has beneficial interest in the Issuer’s Common Stock. To the best knowledge of BB Biotech and Biotech Target, no director or executive officer of BB Biotech or Biotech Target owns any shares of the Common Stock. |
| | (b) | Regarding the number of shares as to which such person has: |
| | (i) | sole power to vote or to direct the vote: |
See Line 7 of cover sheets.
| | (ii) | shared power to vote or to direct the vote: |
See Line 8 of cover sheets.
| | (iii) | sole power to dispose or to direct the disposition: |
See Line 9 of cover sheets.
| | (iv) | shared power to dispose or to direct the disposition: |
See Line 10 of cover sheets.
| | (c) | Except as set forth in Item 3 above, none of the Reporting Persons has effected any transaction in the Common Stock of the Issuer during the last 60 days. To the best knowledge of the Reporting Persons, no director or executive officer of BB Biotech and Biotech Target has effected any transaction in the Common Stock during the last 60 days. |
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