SEC FORM 4

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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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^*

Hattersley Gary

(Last)

(First)

(Middle)

C/O RADIUS HEALTH, INC. 201 BROADWAY

6TH FLOOR

(Street)

CAMBRIDGE

02139

(City)

(State)

(Zip)

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Vice President, Biology

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

4. If Amendment, Date of 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

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)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$1.5	05/17/2011		A		10,833		⁽¹⁾	12/16/2013	Common Stock	10,833	⁽²⁾	10,833	D
Stock Option (Right to Buy)	$1.5	05/17/2011		A		5,416		⁽³⁾	02/15/2016	Common Stock	5,416	⁽⁴⁾	5,416	D
Stock Option (Right to Buy)	$0.9	05/17/2011		A		23,776		⁽⁵⁾	07/12/2017	Common Stock	23,776	⁽⁶⁾	23,776	D
Stock Option (Right to Buy)	$1.2	05/17/2011		A		30,400		⁽⁷⁾	05/08/2018	Common Stock	30,400	⁽⁸⁾	30,400	D
Stock Option (Right to Buy)	$1.2	05/17/2011		A		12,956		⁽⁹⁾	12/03/2018	Common Stock	12,956	⁽¹⁰⁾	12,956	D

Explanation of Responses:

1. 50% of the options vested in sixteen equal quarterly installments with the first quarterly installment vested on January 1, 2004, and the additional quarterly installments vested on the first day of each calendar quarter thereafter. The remaining options vest upon achievement or satisfaction of certain milestones.

2. Received in exchange for employee stock options to acquire 10,833 shares of Radius Health, Inc. ("Radius") common stock for $0.10 per share 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").

3. The options vested in sixteen equal quarterly installments with the first quarterly installment vesting on March 31, 2006, and the additional quarterly installments vesting on the last day of each calendar quarter thereafter.

4. Received in exchange for employee stock options to acquire 5,416 shares of Radius common stock for $0.10 per share in connection with the Merger.

5. The options vest in sixteen equal quarterly installments with the first quarterly installment vesting on July 1, 2007, and the additional quarterly installments vesting on the last day of each calendar quarter thereafter.

6. Received in exchange for employee stock options to acquire 23,776 shares of Radius common stock for $0.06 per share in connection with the Merger.

7. 7,600 of the options vested on May 8, 2008, and the remaining options vest in twelve equal quarterly installments with the first quarterly installment vesting on October 1, 2008, and the additional quarterly installments vest on the first day of each calendar quarter thereafter.

8. Received in exchange for employee stock options to acquire 30,400 shares of Radius common stock for $0.08 per share in connection with the Merger.

9. The options vest in sixteen equal quarterly installments with the first quarterly installment vesting on January 1, 2009, and the additional quarterly installments vesting on the first day of each calendar quarter thereafter.

10. Received in exchange for employee stock options to acquire 12,956 shares of Radius common stock for $0.08 per share in connection with the Merger.

	/s/ B. Nicholas Harvey, attorney-in-fact	05/19/2011
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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