Edgar Filing: FLEMING JONATHAN

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT 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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

FLEMING JONATHAN

2. Issuer Name and Ticker or Trading Symbol
Radius Health, Inc. [NONE]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

C/O RADIUS HEALTH, INC. 201 BROADWAY, 6TH FLOOR

3. Date of Earliest Transaction (Month/Day/Year)
05/17/2011

(Street)

CAMBRIDGE, MA 02139

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/17/2011		A		15,173	A	⁽¹⁾	15,173	I	By fund ⁽²⁾
Common Stock	05/17/2011		A		151	A	⁽³⁾	15,324	I	By fund ⁽⁴⁾

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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 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)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Series A-2 Convertible Preferred Stock

⁽⁵⁾

05/17/2011

108,628

05/17/2011

⁽⁵⁾

Common Stock

1,086,280

⁽⁶⁾

108,628

By Fund ⁽²⁾

Series A-2 Convertible Preferred Stock

⁽⁵⁾

05/17/2011

1,090

05/17/2011

⁽⁵⁾

Common Stock

10,900

⁽⁷⁾

109,718

By Fund ⁽⁴⁾

Series A-3 Convertible Preferred Stock

⁽⁸⁾

05/17/2011

24,983

05/17/2011

⁽⁸⁾

Common Stock

249,830

⁽⁹⁾

24,983

By Fund ⁽²⁾

Series A-3 Convertible Preferred Stock

⁽⁸⁾

05/17/2011

250

05/17/2011

⁽⁸⁾

Common Stock

2,500

⁽¹⁰⁾

25,233

By Fund ⁽⁴⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
FLEMING JONATHAN C/O RADIUS HEALTH INC. 201 BROADWAY, 6TH FLOOR CAMBRIDGE, MA 02139	X

Signatures

/s/ B. Nicholas Harvey, attorney-in-fact		05/19/2011
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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)	Received in exchange for 15,173 shares of common stock of Radius Health, Inc. in connection with the merger of RHI Merger Corp., a wholly-owned subsidiary of the Registrant (f/k/a MPM Acquisition Corp.), with and into Radius Health, Inc. ("Target") pursuant to which Target survived and became a wholly-owned subsidiary of Registrant (the "Surviving Corporation"). Following such merger, the Surviving Corporation merged with and into its parent corporation, the Registrant, and subsequently changed its name to "Radius Health, Inc." (the "Merger").
(2)	The reported securities are owned directly by OBP IV - Holdings LLC ("OBP IV") and indirectly by Oxford Bioscience Partners IV L.P. ("OBP LP"), a member of OBP IV, and OBP Management IV L.P. ("OBP Management IV"), the sole general partner of OBP LP. Jonathan Fleming is one of two individual general partners of OBP Management IV. Mr. Fleming disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
(3)	Received in exchange for 151 shares of common stock of Radius Health, Inc. in connection with the Merger.
(4)	The reported securities are owned directly by mRNA II - Holdings LLC ("mRNA II") and indirectly by mRNA Fund II ("mRNA LP"), a member of mRNA II, and OBP Management IV L.P. ("OBP Management IV"), the sole general partner of mRNA LP. Jonathan Fleming is one of two individual general partners of OBP Management IV. Mr. Fleming disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
(5)	The Series A-2 convertible preferred stock is convertible into common stock at any time on a one-for-ten basis, and has no expiration date.
(6)	Received in exchange for 1,086,280 shares of Series A-2 convertible preferred stock of Radius Health, Inc. in connection with the Merger.
(7)	Received in exchange for 10,900 shares of Series A-2 convertible preferred stock of Radius Health, Inc. in connection with the Merger.
(8)	The Series A-3 convertible preferred stock is convertible into common stock at any time on a one-for-ten basis, and has no expiration date.
(9)	Received in exchange for 249,830 shares of Series A-3 convertible preferred stock of Radius Health, Inc. in connection with the Merger.
(10)	Received in exchange for 2,500 shares of Series A-3 convertible preferred stock of Radius Health, Inc. in connection with the Merger.

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