Statement of Changes in Beneficial Ownership (4)
September 29 2016 - 6:05PM
Edgar (US Regulatory)
FORM 4
[
X
]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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
*
MPM BIOVENTURES III LLC
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2. Issuer Name
and
Ticker or Trading Symbol
Radius Health, Inc.
[
RDUS
]
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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
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(Last)
(First)
(Middle)
C/O MPM ASSET MANAGEMENT, 200 CLARENDON STREET, 54TH FLOOR
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3. Date of Earliest Transaction
(MM/DD/YYYY)
9/27/2016
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(Street)
BOSTON, MA 02116
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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9/27/2016
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J
(1)
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1229902
(2)
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D
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$0.00
(1)
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2459804
(3)
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I
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See footnote
(4)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(
1)
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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.
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(
2)
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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").
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(
3)
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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.
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(
4)
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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.
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Remarks:
See Form 4 for Nicholas Galakatos filed simultaneously herewith for additional members of this joint filing.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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MPM BIOVENTURES III LLC
C/O MPM ASSET MANAGEMENT
200 CLARENDON STREET, 54TH FLOOR
BOSTON, MA 02116
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Former 10% stockholder
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HENNER DENNIS
C/O MPM ASSET MANAGEMENT
200 CLARENDON STREET, 54TH FLOOR
BOSTON, MA 02116
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Former 10% stockholder
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MPM ASSET MANAGEMENT INVESTORS 2003 BVIII LLC
C/O MPM ASSET MANAGEMENT
200 CLARENDON STREET, 54TH FLOOR
BOSTON, MA 02116
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Former 10% stockholder
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MPM BIOVENTURES III GMBH & CO. Beteiligungs KG
C/O MPM ASSET MANAGEMENT
200 CLARENDON STREET, 54TH FLOOR
BOSTON, MA 02116
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Former 10% stockholder
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MPM BIOVENTURES III PARALLEL FUND, L.P.
C/O MPM ASSET MANAGEMENT
200 CLARENDON STREET, 54TH FLOOR
BOSTON, MA 02116
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Former 10% stockholder
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MPM BIOVENTURES III GP L.P.
C/O MPM ASSET MANAGEMENT
200 CLARENDON STREET, 54TH FLOOR
BOSTON, MA 02116
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Former 10% stockholder
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MPM BIOVENTURES III L.P.
C/O MPM ASSET MANAGEMETN
200 CLARENDON STREET, 54TH FLOOR
BOSTON, MA 02116
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Former 10% stockholder
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MPM BIOVENTURES III-QP L.P.
C/O MPM ASSET MANAGEMENT
200 CLARENDON STREET, 54TH FLOOR
BOSTON, MA 02116
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Former 10% stockholder
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STEINMETZ MICHAEL
C/O MPM ASSET MANAGEMENT
200 CLARENDON STREET, 54TH FLOOR
BOSTON, MA 02116
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Former 10% stockholder
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Signatures
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/s/ Luke Evnin, Series A Member of MPM BioVentures III LLC
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9/29/2016
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**
Signature of Reporting Person
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Date
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/s/ Dennis Henner
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9/29/2016
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**
Signature of Reporting Person
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Date
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/s/ Luke Evnin, member of MPM Asset Management Investors 2003 BVIII LLC
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9/29/2016
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**
Signature of Reporting Person
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Date
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/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
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9/29/2016
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**
Signature of Reporting Person
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Date
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/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.
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9/29/2016
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**
Signature of Reporting Person
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Date
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/s/ Luke Evnin, Series A Member of MPM BioVentures III, LLC, the general partner of MPM BioVentures III GP, L.P.
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9/29/2016
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**
Signature of Reporting Person
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Date
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/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.
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9/29/2016
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**
Signature of Reporting Person
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Date
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/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.
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9/29/2016
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**
Signature of Reporting Person
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Date
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/s/ Michael Steinmetz
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9/29/2016
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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.
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