UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL STATEMENT OF 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | SEC 1473 (7-02) | ||
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. |
1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Series A-1 Convertible Preferred Stock (1) (2) | Â (3) | Â (3) | Common Stock | 173,260 | $ (3) | D | Â |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Ipsen Pharma SAS C/O WILLY MATHOT, GENERAL COUNSEL 65, QUAI GEORGES GORSE BOULOGNE BILLANCOURT, I0 92100 |
 |  X |  |  |
Ipsen, S.A. C/O WILLY MATHOT, GENERAL COUNSEL 65, QUAI GEORGES GORSE BOULOGNE BILLANCOURT, I0 92100 |
 |  |  | Possible 10% beneficial owner |
/s/ WILLY MATHOT | 06/21/2011 | |
**Signature of Reporting Person | Date | |
/s/ WILLY MATHOT | 06/21/2011 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 5(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) | Ipsen Pharma, a societe par actions simplifiee organized under the laws of France (Ipsen Pharma), is a wholly-owned subsidiary of Ipsen, a societe anonyme organized under the laws of France (Ipsen). Accordingly, Ipsen may be deemed to be the indirect beneficial owner of the securities of Radius Health, Inc. held directly by Ipsen Pharma. This Form 3 is filed jointly by Ipsen Pharma and Ipsen. |
(2) | Neither the filing of this Form 4 nor any of its contents shall be deemed to constitute an admission that Ipsen Pharma and Ipsen are, for the purposes of Sections 13(d), 13(g) or 16 of the Securities Exchange Act of 1934, as amended (the Act), or for any other purpose, the beneficial owners of any securities. Pursuant to Rule 13d-4 of the Act, Ipsen disclaims beneficial ownership of the shares of the Issuer held by Ipsen Pharma. Ipsen does not have or share a pecuniary interest in the shares of the Issuer held by Ipsen Pharma for purposes of Rule 16a-1(a)(2) under the Act. |
(3) | Each share of Series A-1 Convertible Preferred Stock has no expiration date and is convertible at any time, in whole or in part, at the election of the holder at a conversion ratio of 10 shares of Common Stock for every 1 share of Preferred Stock. |