Ownership Submission
FORM 5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Form 3 Holdings Reported
Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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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1. Name and Address of Reporting Person *
BROOKSIDE CAPITAL MANAGEMENT LLC
2. Issuer Name and Ticker or Trading Symbol
Radius Health, Inc. [NONE]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)

JOHN HANCOCK TOWER, 200 CLARENDON STREET
3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2011
(Street)


BOSTON, MA 02116
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Reporting
(check applicable line)

___ Form Filed by One Reporting Person
_X_ 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 at end of Issuer's Fiscal Year
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Amount (A) or (D) Price

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. 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. SEC 2270 (9-02)

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 at End of Issuer's Fiscal Year
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series A-1 Convertible Preferred Stock       3(2)     05/17/2011   (1) Common Stock
409,400
  40,940
I
See Footnote (3)
Series A-1 Convertible Preferred Stock   11/18/2011   P4 40,940   11/18/2011   (1) Common Stock
409,400
$ 81.42 81,880
I
See Footnote (3)
Series A-1 Convertible Preferred Stock   12/14/2011   P4 40,940   12/14/2011   (1) Common Stock
409,400
$ 81.42 122,820
I
See Footnote (3)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
BROOKSIDE CAPITAL MANAGEMENT LLC
JOHN HANCOCK TOWER, 200 CLARENDON STREET
BOSTON, MA 02116
    X    
BROOKSIDE CAPITAL INVESTORS L P
JOHN HANCOCK TOWER, 200 CLARENDON STREET
BOSTON, MA 02116
    X    
BROOKSIDE CAPITAL PARTNERS FUND LP
JOHN HANCOCK TOWER, 200 CLARENDON STREET
BOSTON, MA 02116
    X    

Signatures

/s/ William E. Pappendick IV, Managing Director of Brookside Capital Management, LLC, the general partner of Brookside Capital Investors, L.P., the general partner of Brookside Capital Partners Fund, L.P. 02/01/2012
**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) The Series A-1 Convertible Preferred Stock is convertible into common stock at any time on a one-for-ten basis, and has no expiration date.
(2) On May 17, 2011, the Reporting Person became a 10% owner.
(3) Brookside Capital Management, LLC ("BCM"), as the sole general partner of Brookside Capital Investors, L.P. ("BCI"), and BCI, as the sole general partner of Brookside Capital Partners Fund, L.P. ("BCP"), may each be deemed to share voting and dispositive power with respect to the securities of the Issuer held by BCP. Each of BCM, BCI and BCP disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.

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