If the filing person has
previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following
box. ☐
The information required on the remainder of this cover page shall not be
deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act
(however,
see
the
Notes
).
CUSIP No. 750469 207
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1.
|
|
Name of
Reporting Persons(1)
MPM BioVentures III-QP, L.P.
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|
2.
|
|
Check the Appropriate Box if a Member
of a Group (see instructions)
(a) ☐ (b) ☒
|
|
3.
|
|
SEC USE ONLY
|
|
4.
|
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Source of Funds (see instructions)
WC
|
|
5.
|
|
Check if Disclosure of Legal
Proceedings Is Required Pursuant to Item 2(d) or 2(e) ☐
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|
6.
|
|
Citizenship or Place of
Organization
Delaware
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power
2,103,857 (2)
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|
|
8.
|
|
Shared Voting Power
0
|
|
|
9.
|
|
Sole Dispositive Power
2,103,857 (2)
|
|
|
10.
|
|
Shared Dispositive Power
0
|
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
2,103,857 (2)
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|
12.
|
|
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (see instructions) ☐
|
|
13.
|
|
Percent of Class Represented by Amount
in Row 11
4.9% (3)
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|
14.
|
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Type of Reporting Person (see
instructions)
PN
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(1)
|
This Schedule 13D amendment (the “13D/A”) is filed by MPM BioVentures III-QP, L.P. (“BV III QP”), MPM BioVentures III, L.P. (“BV III”), MPM BioVentures III Parallel Fund, L.P. (“BV III
PF”), MPM BioVentures III GmbH & Co. Beteiligungs KG (“BV III KG”), MPM Asset Management Investors 2003 BVIII LLC (“AM LLC”), MPM Bio IV NVS Strategic Fund, L.P. (“MPM NVS”), MPM BioVentures III GP, L.P.
(“BV III GP”), MPM BioVentures III LLC (“BV III LLC”), MPM BioVentures IV GP LLC (“BV IV GP”) and MPM BioVentures IV LLC (“BV IV LLC” and collectively with BV III QP, BV III, BV III PF, BV III KG, AM LLC, MPM
NVS, BV III GP, BV III LLC and BV IV GP, the “MPM Entities”) and Luke Evnin, Ansbert Gadicke, Nicholas Galakatos, Kurt Wheeler, Nicholas Simon III, Dennis Henner, Todd Foley, Vaughn M. Kailian and James Paul Scopa (collectively, the
“Listed Persons”). BV III GP and BV III LLC are the direct and indirect general partners of BV III QP, BV III, BV III PF and BV III KG. Luke Evnin, Ansbert Gadicke, Nicholas Galakatos, Kurt Wheeler, Nicholas Simon III and Dennis Henner are
Series A members of BV III LLC and managers of AM LLC. BV IV GP and BV IV LLC are the direct and indirect general partners of MPM NVS. Luke Evnin, Ansbert Gadicke, Todd Foley, Vaughn M. Kailian and James Paul Scopa are members of BV IV LLC.
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(2)
|
Consists of (i) 2,047,635 shares of common stock (“Common Stock”) of Radius Health, Inc. (the “Issuer”) held by the Reporting Person; and (ii) 83,222 shares of Common Stock underlying
warrants held by the Reporting Person that are exercisable within 60 days of the date of this filing.
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(3)
|
This percentage was calculated based upon 43,082,740 shares of outstanding Common Stock as of August 1, 2016, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016,
filed with the Securities and Exchange Commission on August 4, 2016.
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13D/A
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1.
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Name of
Reporting Persons(1)
MPM BioVentures III, L.P.
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2.
|
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Check the Appropriate Box if a Member
of a Group (see instructions)
(a) ☐ (b) ☒
|
|
3.
|
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SEC USE ONLY
|
|
4.
|
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Source of Funds (see instructions)
WC
|
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5.
|
|
Check if Disclosure of Legal
Proceedings Is Required Pursuant to Item 2(d) or 2(e) ☐
|
|
6.
|
|
Citizenship or Place of
Organization
Delaware
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power
143,266 (2)
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|
|
8.
|
|
Shared Voting Power
0
|
|
|
9.
|
|
Sole Dispositive Power
143,266 (2)
|
|
|
10.
|
|
Shared Dispositive Power
0
|
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
143,266 (2)
|
|
12.
|
|
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (see instructions) ☐
|
|
13.
|
|
Percent of Class Represented by Amount
in Row 11
0.3% (3)
|
|
14.
|
|
Type of Reporting Person (see
instructions)
PN
|
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(1)
|
This 13D/A is filed by the MPM Entities and the Listed Persons.
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(2)
|
Consists of (i) 137,671 shares of Common Stock held by the Reporting Person; and (ii) 5,595 shares of Common Stock underlying warrants held by the Reporting Person that are exercisable within 60 days of the
date of this filing.
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(3)
|
This percentage was calculated based upon 43,082,740 shares of outstanding Common Stock as of August 1, 2016, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016,
filed with the Securities and Exchange Commission on August 4, 2016.
|
13D/A
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1.
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Name of
Reporting Persons(1)
MPM Asset Management Investors 2003 BVIII LLC
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2.
|
|
Check the Appropriate Box if a Member
of a Group (see instructions)
(a) ☐ (b) ☒
|
|
3.
|
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SEC USE ONLY
|
|
4.
|
|
Source of Funds (see instructions)
WC
|
|
5.
|
|
Check if Disclosure of Legal
Proceedings Is Required Pursuant to Item 2(d) or 2(e) ☐
|
|
6.
|
|
Citizenship or Place of
Organization
Delaware
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power
41,239 (2)
|
|
|
8.
|
|
Shared Voting Power
0
|
|
|
9.
|
|
Sole Dispositive Power
41,239 (2)
|
|
|
10.
|
|
Shared Dispositive Power
0
|
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
41,239 (2)
|
|
12.
|
|
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (see instructions) ☐
|
|
13.
|
|
Percent of Class Represented by Amount
in Row 11
0.1% (3)
|
|
14.
|
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Type of Reporting Person (see
instructions)
00
|
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(1)
|
This 13D/A is filed by the MPM Entities and the Listed Persons.
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(2)
|
Consists of (i) 39,630 shares of Common Stock held by the Reporting Person; and (ii) 1,609 shares of Common Stock underlying warrants held by the Reporting Person that are exercisable within 60 days of the
date of this filing.
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(3)
|
This percentage was calculated based upon 43,082,740 shares of outstanding Common Stock as of August 1, 2016, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016,
filed with the Securities and Exchange Commission on August 4, 2016.
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13D/A
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1.
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Name of
Reporting Persons(1)
MPM BioVentures III Parallel Fund, L.P.
|
|
2.
|
|
Check the Appropriate Box if a Member
of a Group (see instructions)
(a) ☐ (b) ☒
|
|
3.
|
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SEC USE ONLY
|
|
4.
|
|
Source of Funds (see instructions)
WC
|
|
5.
|
|
Check if Disclosure of Legal
Proceedings Is Required Pursuant to Item 2(d) or 2(e) ☐
|
|
6.
|
|
Citizenship or Place of
Organization
Delaware
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power
64,335 (2)
|
|
|
8.
|
|
Shared Voting Power
0
|
|
|
9.
|
|
Sole Dispositive Power
64,335 (2)
|
|
|
10.
|
|
Shared Dispositive Power
0
|
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
64,335 (2)
|
|
12.
|
|
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (see instructions) ☐
|
|
13.
|
|
Percent of Class Represented by Amount
in Row 11
0.1% (3)
|
|
14.
|
|
Type of Reporting Person (see
instructions)
PN
|
|
(1)
|
This 13D/A is filed by the MPM Entities and the Listed Persons.
|
|
(2)
|
Consists of (i) 61,823 shares of Common Stock held by the Reporting Person; and (ii) 2,512 shares of Common Stock underlying warrants held by the Reporting Person that are exercisable within 60 days of the
date of this filing.
|
|
(3)
|
This percentage was calculated based upon 43,082,740 shares of outstanding Common Stock as of August 1, 2016, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016,
filed with the Securities and Exchange Commission on August 4, 2016.
|
13D/A
|
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|
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|
|
|
|
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1.
|
|
Name of
Reporting Persons(1)
MPM BioVentures III GmbH & Co. Beteiligungs KG
|
|
2.
|
|
Check the Appropriate Box if a Member
of a Group (see instructions)
(a) ☐ (b) ☒
|
|
3.
|
|
SEC USE ONLY
|
|
4.
|
|
Source of Funds (see instructions)
WC
|
|
5.
|
|
Check if Disclosure of Legal
Proceedings Is Required Pursuant to Item 2(d) or 2(e) ☐
|
|
6.
|
|
Citizenship or Place of
Organization
Germany
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power
180,077 (2)
|
|
|
8.
|
|
Shared Voting Power
0
|
|
|
9.
|
|
Sole Dispositive Power
180,077 (2)
|
|
|
10.
|
|
Shared Dispositive Power
0
|
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
180,077 (2)
|
|
12.
|
|
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (see instructions) ☐
|
|
13.
|
|
Percent of Class Represented by Amount
in Row 11
0.4% (3)
|
|
14.
|
|
Type of Reporting Person (see
instructions)
PN
|
|
(1)
|
This 13D/A is filed by the MPM Entities and the Listed Persons.
|
|
(2)
|
Consists of (i) 173,045 shares of Common Stock held by the Reporting Person; and (ii) 7,032 shares of Common Stock underlying warrants held by the Reporting Person that are exercisable within 60 days of the
date of this filing.
|
|
(3)
|
This percentage was calculated based upon 43,082,740 shares of outstanding Common Stock as of August 1, 2016, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016,
filed with the Securities and Exchange Commission on August 4, 2016.
|
13D/A
|
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|
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|
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|
|
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1.
|
|
Name of
Reporting Persons(1)
MPM Bio IV NVS Strategic Fund, L.P.
|
|
2.
|
|
Check the Appropriate Box if a Member
of a Group (see instructions)
(a) ☐ (b) ☒
|
|
3.
|
|
SEC USE ONLY
|
|
4.
|
|
Source of Funds (see instructions)
WC
|
|
5.
|
|
Check if Disclosure of Legal
Proceedings Is Required Pursuant to Item 2(d) or 2(e) ☐
|
|
6.
|
|
Citizenship or Place of
Organization
Bermuda
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power
1,506,248 (2)
|
|
|
8.
|
|
Shared Voting Power
0
|
|
|
9.
|
|
Sole Dispositive Power
1,506,248 (2)
|
|
|
10.
|
|
Shared Dispositive Power
0
|
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1,506,248 (2)
|
|
12.
|
|
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (see instructions) ☐
|
|
13.
|
|
Percent of Class Represented by Amount
in Row 11
3.5% (3)
|
|
14.
|
|
Type of Reporting Person (see
instructions)
PN
|
|
(1)
|
This 13D/A is filed by the MPM Entities and the Listed Persons.
|
|
(2)
|
Consists of (i) 1,427,698 shares of Common Stock held by the Reporting Person; and (ii) 78,550 shares of Common Stock underlying warrants held by the Reporting Person that are exercisable within 60 days of the
date of this filing.
|
|
(3)
|
This percentage was calculated based upon 43,082,740 shares of outstanding Common Stock as of August 1, 2016, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016,
filed with the Securities and Exchange Commission on August 4, 2016.
|
13D/A
|
|
|
|
|
|
|
|
|
1.
|
|
Name of
Reporting Persons(1)
MPM BioVentures III GP, L.P.
|
|
2.
|
|
Check the Appropriate Box if a Member
of a Group (see instructions)
(a) ☐ (b) ☒
|
|
3.
|
|
SEC USE ONLY
|
|
4.
|
|
Source of Funds (see instructions)
WC
|
|
5.
|
|
Check if Disclosure of Legal
Proceedings Is Required Pursuant to Item 2(d) or 2(e) ☐
|
|
6.
|
|
Citizenship or Place of
Organization
Delaware
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power
0
|
|
|
8.
|
|
Shared Voting Power
2,518,535 (2)
|
|
|
9.
|
|
Sole Dispositive Power
0
|
|
|
10.
|
|
Shared Dispositive Power
2,518,535 (2)
|
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
2,518,535 (2)
|
|
12.
|
|
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (see instructions) ☐
|
|
13.
|
|
Percent of Class Represented by Amount
in Row 11
5.8% (3)
|
|
14.
|
|
Type of Reporting Person (see
instructions)
PN
|
|
(1)
|
This 13D/A is filed by the MPM Entities and the Listed Persons.
|
|
(2)
|
Consists of (i) an aggregate of 2,420,174 shares of Common Stock held by BV III QP, BV III, BV III PF and BV III KG; and (ii) an aggregate of 98,361 shares of Common Stock underlying warrants held by BV III
QP, BV III, BV III PF and BV III KG that are exercisable within 60 days of the date of this filing.
|
|
(3)
|
This percentage was calculated based upon 43,082,740 shares of outstanding Common Stock as of August 1, 2016, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016,
filed with the Securities and Exchange Commission on August 4, 2016.
|
13D/A
|
|
|
|
|
|
|
|
|
1.
|
|
Name of
Reporting Persons(1)
MPM BioVentures III LLC
|
|
2.
|
|
Check the Appropriate Box if a Member
of a Group (see instructions)
(a) ☐ (b) ☒
|
|
3.
|
|
SEC USE ONLY
|
|
4.
|
|
Source of Funds (see instructions)
WC
|
|
5.
|
|
Check if Disclosure of Legal
Proceedings Is Required Pursuant to Item 2(d) or 2(e) ☐
|
|
6.
|
|
Citizenship or Place of
Organization
Delaware
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power
0
|
|
|
8.
|
|
Shared Voting Power
2,518,535 (2)
|
|
|
9.
|
|
Sole Dispositive Power
0
|
|
|
10.
|
|
Shared Dispositive Power
2,518,535 (2)
|
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
2,518,535 (2)
|
|
12.
|
|
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (see instructions) ☐
|
|
13.
|
|
Percent of Class Represented by Amount
in Row 11
5.8% (3)
|
|
14.
|
|
Type of Reporting Person (see
instructions)
OO
|
|
(1)
|
This 13D/A is filed by the MPM Entities and the Listed Persons.
|
|
(2)
|
Consists of (i) an aggregate of 2,420,174 shares of Common Stock held by BV III QP, BV III, BV III PF and BV III KG; and (ii) an aggregate of 98,361 shares of Common Stock underlying warrants held by BV III
QP, BV III, BV III PF and BV III KG that are exercisable within 60 days of the date of this filing.
|
|
(3)
|
This percentage was calculated based upon 43,082,740 shares of outstanding Common Stock as of August 1, 2016, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016,
filed with the Securities and Exchange Commission on August 4, 2016.
|
13D/A
|
|
|
|
|
|
|
|
|
1.
|
|
Name of
Reporting Persons(1)
MPM BioVentures IV GP, L.P.
|
|
2.
|
|
Check the Appropriate Box if a Member
of a Group (see instructions)
(a) ☐ (b) ☒
|
|
3.
|
|
SEC USE ONLY
|
|
4.
|
|
Source of Funds (see instructions)
WC
|
|
5.
|
|
Check if Disclosure of Legal
Proceedings Is Required Pursuant to Item 2(d) or 2(e) ☐
|
|
6.
|
|
Citizenship or Place of
Organization
Delaware
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power
0
|
|
|
8.
|
|
Shared Voting Power
1,506,248 (2)
|
|
|
9.
|
|
Sole Dispositive Power
0
|
|
|
10.
|
|
Shared Dispositive Power
1,506,248 (2)
|
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1,506,248 (2)
|
|
12.
|
|
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (see instructions) ☐
|
|
13.
|
|
Percent of Class Represented by Amount
in Row 11
3.5% (3)
|
|
14.
|
|
Type of Reporting Person (see
instructions)
PN
|
|
(1)
|
This 13D/A is filed by the MPM Entities and the Listed Persons.
|
|
(2)
|
Consists of (i) 1,427,698 shares of Common Stock held by MPM NVS; and (ii) 78,550 shares of Common Stock underlying warrants held by MPM NVS that are exercisable within 60 days of the date of this filing.
|
|
(3)
|
This percentage was calculated based upon 43,082,740 shares of outstanding Common Stock as of August 1, 2016, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016,
filed with the Securities and Exchange Commission on August 4, 2016.
|
13D/A
|
|
|
|
|
|
|
|
|
1.
|
|
Name of
Reporting Persons(1)
MPM BioVentures IV LLC
|
|
2.
|
|
Check the Appropriate Box if a Member
of a Group (see instructions)
(a) ☐ (b) ☒
|
|
3.
|
|
SEC USE ONLY
|
|
4.
|
|
Source of Funds (see instructions)
WC
|
|
5.
|
|
Check if Disclosure of Legal
Proceedings Is Required Pursuant to Item 2(d) or 2(e) ☐
|
|
6.
|
|
Citizenship or Place of
Organization
Delaware
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power
0
|
|
|
8.
|
|
Shared Voting Power
1,506,248 (2)
|
|
|
9.
|
|
Sole Dispositive Power
0
|
|
|
10.
|
|
Shared Dispositive Power
1,506,248 (2)
|
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1,506,248 (2)
|
|
12.
|
|
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (see instructions) ☐
|
|
13.
|
|
Percent of Class Represented by Amount
in Row 11
3.5% (3)
|
|
14.
|
|
Type of Reporting Person (see
instructions)
OO
|
|
(1)
|
This 13D/A is filed by the MPM Entities and the Listed Persons.
|
|
(2)
|
Consists of (i) 1,427,698 shares of Common Stock held by MPM NVS; and (ii) 78,550 shares of Common Stock underlying warrants held by MPM NVS that are exercisable within 60 days of the date of this filing.
|
|
(3)
|
This percentage was calculated based upon 43,082,740 shares of outstanding Common Stock as of August 1, 2016, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016,
filed with the Securities and Exchange Commission on August 4, 2016.
|
13D/A
|
|
|
|
|
|
|
|
|
1.
|
|
Name of
Reporting Persons(1)
Luke Evnin
|
|
2.
|
|
Check the Appropriate Box if a Member
of a Group (see instructions)
(a) ☐ (b) ☒
|
|
3.
|
|
SEC USE ONLY
|
|
4.
|
|
Source of Funds (see instructions)
OO
|
|
5.
|
|
Check if Disclosure of Legal
Proceedings Is Required Pursuant to Item 2(d) or 2(e) ☐
|
|
6.
|
|
Citizenship or Place of
Organization
United States
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power
0
|
|
|
8.
|
|
Shared Voting Power
4,066,022 (2)
|
|
|
9.
|
|
Sole Dispositive Power
0
|
|
|
10.
|
|
Shared Dispositive Power
4,066,022 (2)
|
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
4,066,022 (2)
|
|
12.
|
|
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (see instructions) ☐
|
|
13.
|
|
Percent of Class Represented by Amount
in Row 11
9.4% (3)
|
|
14.
|
|
Type of Reporting Person (see
instructions)
IN
|
|
(1)
|
This 13D/A is filed by the MPM Entities and the Listed Persons.
|
|
(2)
|
Consists of (i) an aggregate of 3,887,502 shares of Common Stock held by BV III QP, BV III, BV III PF, BV III KG, AM LLC and MPM NVS; and (ii) an aggregate of 178,520 shares of Common Stock underlying warrants
held by BV III QP, BV III, BV III PF, BV III KG, AM LLC and MPM NVS that are exercisable within 60 days of the date of this filing.
|
|
(3)
|
This percentage was calculated based upon 43,082,740 shares of outstanding Common Stock as of August 1, 2016, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016,
filed with the Securities and Exchange Commission on August 4, 2016.
|
13D/A
|
|
|
|
|
|
|
|
|
1.
|
|
Name of
Reporting Persons(1)
Ansbert Gadicke
|
|
2.
|
|
Check the Appropriate Box if a Member
of a Group (see instructions)
(a) ☐ (b) ☒
|
|
3.
|
|
SEC USE ONLY
|
|
4.
|
|
Source of Funds (see instructions)
OO
|
|
5.
|
|
Check if Disclosure of Legal
Proceedings Is Required Pursuant to Item 2(d) or 2(e) ☐
|
|
6.
|
|
Citizenship or Place of
Organization
United States
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power
45,000 (2)
|
|
|
8.
|
|
Shared Voting Power
4,066,022 (3)
|
|
|
9.
|
|
Sole Dispositive Power
45,000 (2)
|
|
|
10.
|
|
Shared Dispositive Power
4,066,022 (3)
|
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
4,111,022
|
|
12.
|
|
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (see instructions) ☐
|
|
13.
|
|
Percent of Class Represented by Amount
in Row 11
9.5% (4)
|
|
14.
|
|
Type of Reporting Person (see
instructions)
IN
|
|
(1)
|
This 13D/A is filed by the MPM Entities and the Listed Persons.
|
|
(2)
|
Consists of shares underlying options held by the Reporting Person that are exercisable within 60 days of the date of this filing.
|
|
(3)
|
Consists of (i) an aggregate of 3,887,502 shares of Common Stock held by BV III QP, BV III, BV III PF, BV III KG, AM LLC and MPM NVS; and (ii) an aggregate of 178,520 shares of Common Stock underlying warrants
held by BV III QP, BV III, BV III PF, BV III KG, AM LLC and MPM NVS that are exercisable within 60 days of the date of this filing.
|
|
(4)
|
This percentage was calculated based upon 43,082,740 shares of outstanding Common Stock as of August 1, 2016, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016,
filed with the Securities and Exchange Commission on August 4, 2016.
|
13D/A
|
|
|
|
|
|
|
|
|
1.
|
|
Name of
Reporting Persons(1)
Nicholas Galakatos
|
|
2.
|
|
Check the Appropriate Box if a Member
of a Group (see instructions)
(a) ☐ (b) ☒
|
|
3.
|
|
SEC USE ONLY
|
|
4.
|
|
Source of Funds (see instructions)
OO
|
|
5.
|
|
Check if Disclosure of Legal
Proceedings Is Required Pursuant to Item 2(d) or 2(e) ☐
|
|
6.
|
|
Citizenship or Place of
Organization
United States
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power
0
|
|
|
8.
|
|
Shared Voting Power
2,559,774 (2)
|
|
|
9.
|
|
Sole Dispositive Power
0
|
|
|
10.
|
|
Shared Dispositive Power
2,559,774 (2)
|
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
2,559,774 (2)
|
|
12.
|
|
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (see instructions) ☐
|
|
13.
|
|
Percent of Class Represented by Amount
in Row 11
5.9% (3)
|
|
14.
|
|
Type of Reporting Person (see
instructions)
IN
|
|
(1)
|
This 13D/A is filed by the MPM Entities and the Listed Persons.
|
|
(2)
|
Consists of (i) an aggregate of 2,459,804 shares of Common Stock held by BV III QP, BV III, BV III PF, BV III KG and AM LLC; and (ii) an aggregate of 99,970 shares of Common Stock underlying warrants held by
BV III QP, BV III, BV III PF, BV III KG and AM LLC that are exercisable within 60 days of the date of this filing.
|
|
(3)
|
This percentage was calculated based upon 43,082,740 shares of outstanding Common Stock as of August 1, 2016, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016,
filed with the Securities and Exchange Commission on August 4, 2016.
|
13D/A
|
|
|
|
|
|
|
|
|
1.
|
|
Name of
Reporting Persons(1)
Kurt Wheeler
|
|
2.
|
|
Check the Appropriate Box if a Member
of a Group (see instructions)
(a) ☐ (b) ☒
|
|
3.
|
|
SEC USE ONLY
|
|
4.
|
|
Source of Funds (see instructions)
OO
|
|
5.
|
|
Check if Disclosure of Legal
Proceedings Is Required Pursuant to Item 2(d) or 2(e) ☐
|
|
6.
|
|
Citizenship or Place of
Organization
United States
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power
0
|
|
|
8.
|
|
Shared Voting Power
2,559,774 (2)
|
|
|
9.
|
|
Sole Dispositive Power
0
|
|
|
10.
|
|
Shared Dispositive Power
2,559,774 (2)
|
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
2,559,774 (2)
|
|
12.
|
|
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (see instructions) ☐
|
|
13.
|
|
Percent of Class Represented by Amount
in Row 11
5.9% (3)
|
|
14.
|
|
Type of Reporting Person (see
instructions)
IN
|
|
(1)
|
This 13D/A is filed by the MPM Entities and the Listed Persons.
|
|
(2)
|
Consists of (i) an aggregate of 2,459,804 shares of Common Stock held by BV III QP, BV III, BV III PF, BV III KG and AM LLC; and (ii) an aggregate of 99,970 shares of Common Stock underlying warrants held by
BV III QP, BV III, BV III PF, BV III KG and AM LLC that are exercisable within 60 days of the date of this filing.
|
|
(3)
|
This percentage was calculated based upon 43,082,740 shares of outstanding Common Stock as of August 1, 2016, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016,
filed with the Securities and Exchange Commission on August 4, 2016.
|
13D/A
|
|
|
|
|
|
|
|
|
1.
|
|
Name of
Reporting Persons(1)
Nicholas Simon III
|
|
2.
|
|
Check the Appropriate Box if a Member
of a Group (see instructions)
(a) ☐ (b) ☒
|
|
3.
|
|
SEC USE ONLY
|
|
4.
|
|
Source of Funds (see instructions)
OO
|
|
5.
|
|
Check if Disclosure of Legal
Proceedings Is Required Pursuant to Item 2(d) or 2(e) ☐
|
|
6.
|
|
Citizenship or Place of
Organization
United States
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power
0
|
|
|
8.
|
|
Shared Voting Power
2,559,774 (2)
|
|
|
9.
|
|
Sole Dispositive Power
0
|
|
|
10.
|
|
Shared Dispositive Power
2,559,774 (2)
|
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
2,559,774 (2)
|
|
12.
|
|
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (see instructions) ☐
|
|
13.
|
|
Percent of Class Represented by Amount
in Row 11
5.9% (3)
|
|
14.
|
|
Type of Reporting Person (see
instructions)
IN
|
|
(1)
|
This 13D/A is filed by the MPM Entities and the Listed Persons.
|
|
(2)
|
Consists of (i) an aggregate of 2,459,804 shares of Common Stock held by BV III QP, BV III, BV III PF, BV III KG and AM LLC; and (ii) an aggregate of 99,970 shares of Common Stock underlying warrants held by
BV III QP, BV III, BV III PF, BV III KG and AM LLC that are exercisable within 60 days of the date of this filing.
|
|
(3)
|
This percentage was calculated based upon 43,082,740 shares of outstanding Common Stock as of August 1, 2016, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016,
filed with the Securities and Exchange Commission on August 4, 2016.
|
13D/A
|
|
|
|
|
|
|
|
|
1.
|
|
Name of
Reporting Persons(1)
Dennis Henner
|
|
2.
|
|
Check the Appropriate Box if a Member
of a Group (see instructions)
(a) ☐ (b) ☒
|
|
3.
|
|
SEC USE ONLY
|
|
4.
|
|
Source of Funds (see instructions)
OO
|
|
5.
|
|
Check if Disclosure of Legal
Proceedings Is Required Pursuant to Item 2(d) or 2(e) ☐
|
|
6.
|
|
Citizenship or Place of
Organization
United States
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power
0
|
|
|
8.
|
|
Shared Voting Power
2,559,774 (2)
|
|
|
9.
|
|
Sole Dispositive Power
0
|
|
|
10.
|
|
Shared Dispositive Power
2,559,774 (2)
|
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
2,559,774 (2)
|
|
12.
|
|
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (see instructions) ☐
|
|
13.
|
|
Percent of Class Represented by Amount
in Row 11
5.9% (3)
|
|
14.
|
|
Type of Reporting Person (see
instructions)
IN
|
|
(1)
|
This 13D/A is filed by the MPM Entities and the Listed Persons.
|
|
(2)
|
Consists of (i) an aggregate of 2,459,804 shares of Common Stock held by BV III QP, BV III, BV III PF, BV III KG and AM LLC; and (ii) an aggregate of 99,970 shares of Common Stock underlying warrants held by
BV III QP, BV III, BV III PF, BV III KG and AM LLC that are exercisable within 60 days of the date of this filing.
|
|
(3)
|
This percentage was calculated based upon 43,082,740 shares of outstanding Common Stock as of August 1, 2016, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016,
filed with the Securities and Exchange Commission on August 4, 2016.
|
13D/A
|
|
|
|
|
|
|
|
|
1.
|
|
Name of
Reporting Persons(1)
Todd Foley
|
|
2.
|
|
Check the Appropriate Box if a Member
of a Group (see instructions)
(a) ☐ (b) ☒
|
|
3.
|
|
SEC USE ONLY
|
|
4.
|
|
Source of Funds (see instructions)
OO
|
|
5.
|
|
Check if Disclosure of Legal
Proceedings Is Required Pursuant to Item 2(d) or 2(e) ☐
|
|
6.
|
|
Citizenship or Place of
Organization
United States
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power
0
|
|
|
8.
|
|
Shared Voting Power
1,506,248 (2)
|
|
|
9.
|
|
Sole Dispositive Power
0
|
|
|
10.
|
|
Shared Dispositive Power
1,506,248 (2)
|
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1,506,248 (2)
|
|
12.
|
|
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (see instructions) ☐
|
|
13.
|
|
Percent of Class Represented by Amount
in Row 11
3.5% (3)
|
|
14.
|
|
Type of Reporting Person (see
instructions)
IN
|
|
(1)
|
This 13D/A is filed by the MPM Entities and the Listed Persons.
|
|
(2)
|
Consists of (i) 1,427,698 shares of Common Stock held by MPM NVS; and (ii) 78,550 shares of Common Stock underlying warrants held by MPM NVS that are exercisable within 60 days of the date of this filing.
|
|
(3)
|
This percentage was calculated based upon 43,082,740 shares of outstanding Common Stock as of August 1, 2016, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016,
filed with the Securities and Exchange Commission on August 4, 2016.
|
13D/A
|
|
|
|
|
|
|
|
|
1.
|
|
Name of
Reporting Persons(1)
Vaughn M. Kailian
|
|
2.
|
|
Check the Appropriate Box if a Member
of a Group (see instructions)
(a) ☐ (b) ☒
|
|
3.
|
|
SEC USE ONLY
|
|
4.
|
|
Source of Funds (see instructions)
OO
|
|
5.
|
|
Check if Disclosure of Legal
Proceedings Is Required Pursuant to Item 2(d) or 2(e) ☐
|
|
6.
|
|
Citizenship or Place of
Organization
United States
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power
0
|
|
|
8.
|
|
Shared Voting Power
1,506,248 (2)
|
|
|
9.
|
|
Sole Dispositive Power
0
|
|
|
10.
|
|
Shared Dispositive Power
1,506,248 (2)
|
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1,506,248 (2)
|
|
12.
|
|
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (see instructions) ☐
|
|
13.
|
|
Percent of Class Represented by Amount
in Row 11
3.5% (3)
|
|
14.
|
|
Type of Reporting Person (see
instructions)
IN
|
|
(1)
|
This 13D/A is filed by the MPM Entities and the Listed Persons.
|
|
(2)
|
Consists of (i) 1,427,698 shares of Common Stock held by MPM NVS; and (ii) 78,550 shares of Common Stock underlying warrants held by MPM NVS that are exercisable within 60 days of the date of this filing.
|
|
(3)
|
This percentage was calculated based upon 43,082,740 shares of outstanding Common Stock as of August 1, 2016, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016,
filed with the Securities and Exchange Commission on August 4, 2016.
|
13D/A
|
|
|
|
|
|
|
|
|
1.
|
|
Name of
Reporting Persons(1)
James Paul Scopa
|
|
2.
|
|
Check the Appropriate Box if a Member
of a Group (see instructions)
(a) ☐ (b) ☒
|
|
3.
|
|
SEC USE ONLY
|
|
4.
|
|
Source of Funds (see instructions)
OO
|
|
5.
|
|
Check if Disclosure of Legal
Proceedings Is Required Pursuant to Item 2(d) or 2(e) ☐
|
|
6.
|
|
Citizenship or Place of
Organization
United States
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power
0
|
|
|
8.
|
|
Shared Voting Power
1,506,248 (2)
|
|
|
9.
|
|
Sole Dispositive Power
0
|
|
|
10.
|
|
Shared Dispositive Power
1,506,248 (2)
|
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1,506,248 (2)
|
|
12.
|
|
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (see instructions) ☐
|
|
13.
|
|
Percent of Class Represented by Amount
in Row 11
3.5% (3)
|
|
14.
|
|
Type of Reporting Person (see
instructions)
IN
|
|
(1)
|
This 13D/A is filed by the MPM Entities and the Listed Persons.
|
|
(2)
|
Consists of (i) 1,427,698 shares of Common Stock held by MPM NVS; and (ii) 78,550 shares of Common Stock underlying warrants held by MPM NVS that are exercisable within 60 days of the date of this filing.
|
|
(3)
|
This percentage was calculated based upon 43,082,740 shares of outstanding Common Stock as of August 1, 2016, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016,
filed with the Securities and Exchange Commission on August 4, 2016.
|
Explanatory Note:
This Amendment No. 3 to Schedule 13D (the “13D/A”) amends and supplements the Schedule 13D previously filed by the undersigned with the
Securities and Exchange Commission on May 27, 2011 and amended by Amendment No. 1 filed December 27, 2011 and Amendment No. 2 filed May 7, 2013 (as amended, the “Original Schedule 13D”). This 13D/A is being filed
to report the distribution in kind of shares of Common Stock of Radius Health, Inc., a Delaware corporation (the “Issuer”) by certain of the Reporting Persons.
All capitalized terms not otherwise defined herein shall have the meaning ascribed to the terms in the Original Schedule 13D. The Original Schedule 13D is
hereby amended and supplemented as follows and, except as expressly amended below, the Original Schedule 13D remains in full force and effect.
|
Item 2.
|
Identity and Background
|
“Item 2. Identity and Background” of the Original Schedule 13D is
hereby amended and restated in its entirety as follows:
(a) The persons and entities filing this statement are MPM BioVentures III-QP, L.P. (“BV III
QP”), MPM BioVentures III, L.P. (“BV III”), MPM BioVentures III Parallel Fund, L.P. (“BV III PF”), MPM BioVentures III GmbH & Co. Beteiligungs KG (“BV III KG”), MPM Asset Management Investors 2003 BVIII
LLC (“AM LLC”), MPM Bio IV NVS Strategic Fund, L.P. (“MPM NVS”), MPM BioVentures III GP, L.P. (“BV III GP”), MPM BioVentures III LLC (“BV III LLC”), MPM BioVentures IV GP LLC (“MPM IV GP”) and MPM
BioVentures IV LLC (“MPM IV LLC” and, collectively with BV III QP, BV III, BV III PF, BV III KG, AM LLC, MPM NVS, BV III GP and MPM IV GP, the “MPM Entities”) and Luke Evnin, Ansbert Gadicke, Nicholas Galakatos, Kurt Wheeler,
Nicholas Simon III, Dennis Henner, Todd Foley, Vaughn M. Kailian and James Paul Scopa (collectively, the “Listed Persons” and together with the MPM Entities, the “Reporting Persons” or the “Filing Persons”).
(b) The address of the principal place of business for each of the MPM Entities and Ansbert Gadicke, Luke Evnin, Nicholas Galakatos, Kurt Wheeler, Nicholas
Simon III, Dennis Henner, Vaughn M. Kailian and Todd Foley is 450 Kendall Street, Cambridge, MA 02142 and the address of the principal place of business for James Paul Scopa is 601 Gateway Blvd., Suite 350, S. San Francisco, CA 94080.
(c) The principal business of each of the MPM Entities is the venture capital investment business. Each of the Listed Persons is a general partner of various
venture capital investment funds.
(d) During the last five years, none of the Filing Persons, to the knowledge of the MPM Entities, has been convicted in
any criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, none of the Filing Persons, to the
knowledge of the MPM Entities, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)
Each of the Listed Persons is a United States citizen and each of the MPM Entities is a Delaware limited partnership or limited liability company, except BV III KG, which was organized in Germany and MPM NVS, which was organized in Bermuda.
In accordance with the provisions of General Instruction C to Schedule 13D, information concerning the managers and each other person controlling the general
partners of the MPM Entities required by Item 2 of Schedule 13D is listed on Schedule 1 hereto and is incorporated by reference herein.
|
Item 4.
|
Purpose of Transaction
|
“Item 4. Purpose of Transaction” of the Original Schedule 13D is
hereby amended by adding the following at the end thereof:
Effective September 27, 2016, the reporting persons distributed an aggregate of 1,943,751
shares of the Issuer’s Common Stock to their respective limited partners and members on a pro rata basis for no additional consideration, as follows:
|
|
|
|
|
|
|
Reporting Person
|
|
Shares of
Common Stock Distributed
|
|
|
BV III QP
|
|
|
1,023,819
|
|
|
BV III
|
|
|
68,835
|
|
|
BV III PF
|
|
|
30,911
|
|
|
BV III KG
|
|
|
86,522
|
|
|
AM LLC
|
|
|
19,815
|
|
|
MPM NVS
|
|
|
713,849
|
|
|
Item 5.
|
Interest in Securities of the Issuer
|
“Item 5. Interest in Securities of the Issuer” is hereby
amended and restated in its entirety as follows:
(a)-(b) The following information with respect to the beneficial ownership of the Common Stock by
the persons filing this 13D/A is provided as of the date of this filing:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reporting Person
|
|
Shares of
Common
Stock
|
|
|
Shares
Issuable
Upon
Exercise
of
Warrants
or
Options
to
Purchase
Common
Stock
|
|
|
Sole Voting
Power
|
|
|
Shared
Voting
Power
|
|
|
Sole
Dispositive
Power
|
|
|
Shared
Dispositive
Power
|
|
|
Beneficial
Ownership
|
|
|
Percentage
of
Class (1)
|
|
|
BV III QP(2)
|
|
|
2,047,635
|
|
|
|
83,222
|
|
|
|
2,103,857
|
|
|
|
0
|
|
|
|
2,103,857
|
|
|
|
0
|
|
|
|
2,103,857
|
|
|
|
4.9
|
%
|
|
BV III(3)
|
|
|
137,671
|
|
|
|
5,595
|
|
|
|
143,266
|
|
|
|
0
|
|
|
|
143,266
|
|
|
|
0
|
|
|
|
143,266
|
|
|
|
0.3
|
%
|
|
BV III PF(4)
|
|
|
61,823
|
|
|
|
2,512
|
|
|
|
64,335
|
|
|
|
0
|
|
|
|
64,335
|
|
|
|
0
|
|
|
|
64,335
|
|
|
|
0.1
|
%
|
|
BV III KG(5)
|
|
|
173,045
|
|
|
|
7,032
|
|
|
|
180,077
|
|
|
|
0
|
|
|
|
180,077
|
|
|
|
0
|
|
|
|
180,077
|
|
|
|
0.4
|
%
|
|
AM LLC(6)
|
|
|
39,630
|
|
|
|
1,609
|
|
|
|
41,239
|
|
|
|
0
|
|
|
|
41,239
|
|
|
|
0
|
|
|
|
41,239
|
|
|
|
0.1
|
%
|
|
MPM NVS(7)
|
|
|
1,427,698
|
|
|
|
78,550
|
|
|
|
1,506,248
|
|
|
|
0
|
|
|
|
1,506,248
|
|
|
|
0
|
|
|
|
1,506,248
|
|
|
|
3.5
|
%
|
|
BV III GP(8)
|
|
|
2,420,174
|
|
|
|
98,361
|
|
|
|
0
|
|
|
|
2,518,535
|
|
|
|
0
|
|
|
|
2,518,535
|
|
|
|
2,518,535
|
|
|
|
5.8
|
%
|
|
BV III LLC(8)
|
|
|
2,420,174
|
|
|
|
98,361
|
|
|
|
0
|
|
|
|
2,518,535
|
|
|
|
0
|
|
|
|
2,518,535
|
|
|
|
2,518,535
|
|
|
|
5.8
|
%
|
|
BV IV GP(9)
|
|
|
1,427,698
|
|
|
|
78,550
|
|
|
|
0
|
|
|
|
1,506,248
|
|
|
|
0
|
|
|
|
1,506,248
|
|
|
|
1,506,248
|
|
|
|
3.5
|
%
|
|
BV IV LLC(9)
|
|
|
1,427,698
|
|
|
|
78,550
|
|
|
|
0
|
|
|
|
1,506,248
|
|
|
|
0
|
|
|
|
1,506,248
|
|
|
|
1,506,248
|
|
|
|
3.5
|
%
|
|
Luke Evnin(10)(11)
|
|
|
3,887,502
|
|
|
|
178,520
|
|
|
|
0
|
|
|
|
4,066,022
|
|
|
|
0
|
|
|
|
4,066,022
|
|
|
|
4,066,022
|
|
|
|
9.4
|
%
|
|
Ansbert Gadicke(10)(11)(12)
|
|
|
3,887,502
|
|
|
|
223,520
|
|
|
|
45,000
|
|
|
|
4,066,022
|
|
|
|
45,000
|
|
|
|
4,066,022
|
|
|
|
4,111,022
|
|
|
|
9.5
|
%
|
|
Nicholas Galakatos(10)
|
|
|
2,459,804
|
|
|
|
99,970
|
|
|
|
0
|
|
|
|
2,559,774
|
|
|
|
0
|
|
|
|
2,559,774
|
|
|
|
2,559,774
|
|
|
|
5.9
|
%
|
|
Kurt Wheeler(10)
|
|
|
2,459,804
|
|
|
|
99,970
|
|
|
|
0
|
|
|
|
2,559,774
|
|
|
|
0
|
|
|
|
2,559,774
|
|
|
|
2,559,774
|
|
|
|
5.9
|
%
|
|
Nicholas Simon III(10)
|
|
|
2,459,804
|
|
|
|
99,970
|
|
|
|
0
|
|
|
|
2,559,774
|
|
|
|
0
|
|
|
|
2,559,774
|
|
|
|
2,559,774
|
|
|
|
5.9
|
%
|
|
Dennis Henner(10)
|
|
|
2,459,804
|
|
|
|
99,970
|
|
|
|
0
|
|
|
|
2,559,774
|
|
|
|
0
|
|
|
|
2,559,774
|
|
|
|
2,559,774
|
|
|
|
5.9
|
%
|
|
Todd Foley(11)
|
|
|
1,427,698
|
|
|
|
78,550
|
|
|
|
0
|
|
|
|
1,506,248
|
|
|
|
0
|
|
|
|
1,506,248
|
|
|
|
1,506,248
|
|
|
|
3.5
|
%
|
|
Vaughn M. Kailian(11)
|
|
|
1,427,698
|
|
|
|
78,550
|
|
|
|
0
|
|
|
|
1,506,248
|
|
|
|
0
|
|
|
|
1,506,248
|
|
|
|
1,506,248
|
|
|
|
3.5
|
%
|
|
James Paul Scopa(11)
|
|
|
1,427,698
|
|
|
|
78,550
|
|
|
|
0
|
|
|
|
1,506,248
|
|
|
|
0
|
|
|
|
1,506,248
|
|
|
|
1,506,248
|
|
|
|
3.5
|
%
|
|
(1)
|
These percentages were calculated based upon 43,082,740 shares of outstanding Common Stock as of August 1, 2016, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended June 30,
2016, filed with the Securities and Exchange Commission on August 4, 2016.
|
|
(2)
|
Consists of (i) 2,047,635 shares of Common Stock held by the Reporting Person; and (ii) 83,222 shares of Common Stock underlying warrants held by the Reporting Person that are exercisable within 60 days of the
date of this filing.
|
|
(3)
|
Consists of (i) 137,671 shares of Common Stock held by the Reporting Person; and (ii) 5,595 shares of Common Stock underlying warrants held by the Reporting Person that are exercisable within 60 days of the
date of this filing.
|
|
(4)
|
Consists of (i) 61,823 shares of Common Stock held by the Reporting Person; and (ii) 2,512 shares of Common Stock underlying warrants held by the Reporting Person that are exercisable within 60 days of the
date of this filing.
|
|
(5)
|
Consists of (i) 173,045 shares of Common Stock held by the Reporting Person; and (ii) 7,032 shares of Common Stock underlying warrants held by the Reporting Person that are exercisable within 60 days of the
date of this filing.
|
|
(6)
|
Consists of (i) 39,630 shares of Common Stock held by the Reporting Person; and (ii) 1,609 shares of Common Stock underlying warrants held by the Reporting Person that are exercisable within 60 days of the
date of this filing.
|
|
(7)
|
Consists of (i) 1,427,698 shares of Common Stock held by the Reporting Person; and (ii) 78,550 shares of Common Stock underlying warrants held by the Reporting Person that are exercisable within 60 days of the
date of this filing.
|
|
(8)
|
BV III GP and BV III LLC are the direct and indirect general partners of BV III QP, BV III, BV III PF and BV III KG. See footnotes (2) through (5) for the securities with respect to which these Reporting
Persons share voting and dispositive power.
|
|
(9)
|
BV IV GP and BV IV LLC are the direct and indirect general partners of MPM NVS. See footnote (7) for the securities with respect to which these Reporting Persons share voting and dispositive power.
|
|
(10)
|
These Reporting Persons are Series A Members of BV III LLC and managers of AM LLC. See footnotes (2) through (6) for the securities with respect to which these Reporting Persons share voting and dispositive
power.
|
|
(11)
|
These Reporting Persons are members of BV IV LLC. See footnote (7) for the securities with respect to which these Reporting Persons share voting and dispositive power.
|
|
(12)
|
Includes 45,000 shares of Common Stock underlying stock options that are exercisable within 60 days of the date of this filing.
|
(c) Except as set forth in Item 4 above, none of the Reporting Persons nor Listed Persons has effected any
transactions in the Common Stock during the past 60 days.
(d) No other person is known by the Reporting Persons to have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of, Common Stock beneficially owned by the Reporting Persons.
(e) Not applicable.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: October 3, 2016
|
|
|
|
|
|
|
|
|
|
|
MPM BIOVENTURES III, L.P.
|
|
|
|
MPM BIOVENTURES III-QP, L.P.
|
|
|
|
|
|
|
|
By:
|
|
MPM BioVentures III GP, L.P.,
its General
Partner
|
|
|
|
By:
|
|
MPM BioVentures III GP, L.P.,
its General
Partner
|
|
|
|
|
|
|
|
By:
|
|
MPM BioVentures III LLC,
its General
Partner
|
|
|
|
By:
|
|
MPM BioVentures III LLC,
its General
Partner
|
|
|
|
|
|
|
|
By:
|
|
/s/ Luke Evnin
Name: Luke Evnin
Title: Series A Member
|
|
|
|
By:
|
|
/s/ Luke Evnin
Name: Luke Evnin
Title: Series A Member
|
|
|
|
|
|
MPM BIOVENTURES III PARALLEL FUND, L.P.
|
|
|
|
MPM BIOVENTURES III GMBH & CO. BETEILIGUNGS KG
|
|
|
|
|
|
|
|
By:
|
|
MPM BioVentures III GP, L.P.,
its General
Partner
|
|
|
|
By:
|
|
MPM BioVentures III GP, L.P.,
in its capacity
as the Managing Limited Partner
|
|
|
|
|
|
|
|
By:
|
|
MPM BioVentures III LLC,
its General
Partner
|
|
|
|
By:
|
|
MPM BioVentures III LLC,
its General
Partner
|
|
|
|
|
|
|
|
By:
|
|
/s/ Luke Evnin
Name: Luke Evnin
Title: Series A Member
|
|
|
|
By:
|
|
/s/ Luke Evnin
Name: Luke Evnin
Title: Series A Member
|
|
|
|
|
|
MPM ASSET MANAGEMENT INVESTORS 2003 BVIII LLC
|
|
|
|
MPM BIOVENTURES III GP, L.P.
|
|
|
|
|
|
|
|
By:
|
|
/s/ Luke Evnin
Name: Luke Evnin
Title: Manager
|
|
|
|
By:
|
|
MPM BioVentures III LLC,
its General
Partner
|
|
|
|
|
|
|
MPM BIOVENTURES III LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Luke Evnin
Name: Luke Evnin
Title: Series A Member
|
|
|
|
By:
|
|
/s/ Luke Evnin
Name: Luke Evnin
Title: Series A Member
|
|
|
|
|
|
MPM BIO IV NVS STRATEGIC FUND, L.P.
|
|
|
|
MPM BIOVENTURES IV GP LLC
|
|
|
|
|
|
|
|
By:
|
|
MPM BIOVENTURES IV GP LLC, its General Partner
|
|
|
|
By:
|
|
MPM BIOVENTURES IV LLC, its Managing Member
|
|
By:
|
|
MPM BIOVENTURES IV LLC, its Managing Member
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Luke Evnin
Name: Luke Evnin
Title: Member
|
|
|
|
By:
|
|
/s/ Luke Evnin
Name: Luke Evnin
Title: Member
|
|
|
|
|
|
MPM BIOVENTURES IV LLC
|
|
|
|
|
By:
|
|
/s/ Luke Evnin
Name: Luke Evnin
Title: Member
|
|
|
|
|
|
|
|
/s/ Luke Evnin
Luke Evnin
|
|
|
|
/s/ Ansbert Gadicke
Ansbert Gadicke
|
|
|
|
|
|
/s/ Nicholas Galakatos
Nicholas Galakatos
|
|
|
|
/s/ Kurt Wheeler
Kurt Wheeler
|
|
|
|
|
|
/s/ Nicholas Simon III
Nicholas Simon III
|
|
|
|
/s/ Dennis Henner
Dennis Henner
|
|
|
|
|
|
/s/ Todd Foley
Todd Foley
|
|
|
|
/s/ Vaughn M. Kailian
Vaughn M. Kailian
|
|
|
|
|
|
/s/ James Paul Scopa
James Paul Scopa
|
|
|
|
|
The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative.
If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of the filing person), evidence of the representative’s authority to sign on behalf of such person shall be
filed with the statement: provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
Attention: Intentional misstatements or omissions of fact
constitute Federal criminal violations (See 18 U.S.C. 1001)
SCHEDULE I
General Partners/Members:
Luke Evnin
c/o MPM Asset Management
450 Kendall Street
Cambridge, MA 02142
Principal Occupation: Series A member of the
general partner of the general partner of MPM BioVentures III-QP, L.P., MPM BioVentures III, L.P., MPM BioVentures III Parallel Fund, L.P. and MPM BioVentures III GmbH & Co. Beteiligungs KG, manager of MPM Asset Management Investors 2003
BVIII LLC and a member of the managing member of the general partner of MPM Bio IV NVS Strategic Fund
Citizenship: USA
Ansbert Gadicke
c/o MPM Asset Management
450 Kendall Street
Cambridge, MA 02142
Principal Occupation: Series A member of the general partner of the general partner of MPM BioVentures III-QP, L.P., MPM BioVentures III, L.P., MPM BioVentures
III Parallel Fund, L.P. and MPM BioVentures III GmbH & Co. Beteiligungs KG, manager of MPM Asset Management Investors 2003 BVIII LLC and a member of the managing member of the general partner of MPM Bio IV NVS Strategic Fund
Citizenship: USA
Nicholas Galakatos
c/o MPM Asset Management
450 Kendall Street
Cambridge, MA 02142
Principal Occupation: Series A member of the
general partner of the general partner of MPM BioVentures III-QP, L.P., MPM BioVentures III, L.P., MPM BioVentures III Parallel Fund, L.P. and MPM BioVentures III GmbH & Co. Beteiligungs KG and manager of MPM Asset Management Investors 2003
BVIII LLC
Citizenship: USA
Kurt Wheeler
c/o MPM Asset Management
450 Kendall Street
Cambridge, MA 02142
Principal Occupation: Series A member of the
general partner of the general partner of MPM BioVentures III-QP, L.P., MPM BioVentures III, L.P., MPM BioVentures III Parallel Fund, L.P. and MPM BioVentures III GmbH & Co. Beteiligungs KG and manager of MPM Asset Management Investors 2003
BVIII LLC
Citizenship: USA
Nicholas Simon III
c/o MPM Asset Management
450 Kendall Street
Cambridge, MA 02142
Principal Occupation: Series A member of the
general partner of the general partner of MPM BioVentures III-QP, L.P., MPM BioVentures III, L.P., MPM BioVentures III Parallel Fund, L.P. and MPM BioVentures III GmbH & Co. Beteiligungs KG and manager of MPM Asset Management Investors 2003
BVIII LLC
Citizenship: USA
Dennis Henner
c/o MPM Asset Management
450 Kendall Street
Cambridge, MA 02142
Principal Occupation: Series A member of the
general partner of the general partner of MPM BioVentures III-QP, L.P., MPM BioVentures III, L.P., MPM BioVentures III Parallel Fund, L.P. and MPM BioVentures III GmbH & Co. Beteiligungs KG and manager of MPM Asset Management Investors 2003
BVIII LLC
Citizenship: USA
James Paul Scopa
c/o MPM Asset Management
601 Gateway Blvd. Suite 350
S. San Francisco, CA 94080
Principal Occupation: Member of the
managing member of the general partner of MPM Bio IV NVS Strategic Fund
Citizenship: USA
Todd Foley
c/o MPM Asset Management
450 Kendall Street
Cambridge, MA 02142
Principal Occupation: Member of the managing member of the general partner of MPM Bio IV NVS Strategic Fund
Citizenship: USA
Vaughn M. Kailian
c/o MPM Asset Management
450 Kendall Street
Cambridge, MA 02142
Principal Occupation: Member of the managing
member of the general partner of MPM Bio IV NVS Strategic Fund
Citizenship: USA