Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Radius Health, Inc. (Name of Issuer)
Common Stock
(Title of Class of Securities)
750469207 (CUSIP Number)
December 31, 2016
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule
pursuant to which this Schedule is filed:
? Rule 13d-1(b)
? Rule 13d-1(c)
? Rule 13d-1(d)
* The remainder of this cover page shall be filled out
for a reporting person's initial filing on this form
with respect to the subject
class of securities, and for any subsequent amendment
containing information which would alter disclosures
provided in a prior
cover page.
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. 750469207
13G
Page 2 of 6 Pages
1.
NAMES OF REPORTING PERSONS
Brookside Capital Partners Fund, L.P.
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ?
(b) ?
3.
SEC USE ONLY
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5.
SOLE VOTING POWER
118,718 ( )
6.
SHARED VOTING POWER
0
7.
SOLE DISPOSITIVE POWER
118,718 (1)
8.
SHARED DISPOSITIVE POWER
0
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
118,718 (1)
10.
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) ?
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.28% ( )
12.
TYPE OF REPORTING PERSON (see instructions)
PN
CUSIP No. 750469207
13G
Page 3 of 6 Pages
1.
NAMES OF REPORTING PERSONS
Brookside Capital Trading Fund, L.P.
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ?
(b) ?
3.
SEC USE ONLY
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5.
SOLE VOTING POWER
1,643,001
6.
SHARED VOTING POWER
0
7.
SOLE DISPOSITIVE POWER
1,643,001
8.
SHARED DISPOSITIVE POWER
0
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,643,001
10.
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) ?
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.81% ( )
12.
TYPE OF REPORTING PERSON (see instructions)
PN
CUSIP No. 750469207
13G
Page 4 of 6 Pages
Item 1.
(a)
Name of Issuer
The name of the issuer to which this filing on
Schedule 13G relates is Radius Health, Inc. (the "Company")
(b)
Address of Issuer's Principal Executive Offices
The principal executive offices of the Company are
located at 950 Winter Street, Waltham, MA 02451.
Item 2.
(a)
Name of Person Filing
This Statement is being filed on behalf the following (collectively,
the "Reporting Persons"): (1) Brookside Capital
Partners Fund, L.P., a Delaware limited partnership ("Partners Fund"),
whose sole general partner is Brookside Capital
Investors, L.P., a Delaware limited partnership ("Brookside Investors"),
whose sole general partner is Bain Capital
Public Equity Management, LLC, a Delaware limited liability company
("BCPE Management"); and (2) Brookside
Capital Trading Fund, L.P., a Delaware limited partnership
("Trading Fund"), whose sole general partner is Brookside
Capital Investors II, L.P., a Delaware limited partnership
("Brookside Investors II"), whose sole general partner is
BCPE Management.
The Reporting Persons have entered into a Joint Filing
Agreement, dated February 14, 2017, a copy of which is filed
with this Schedule 13G as Exhibit A, pursuant to which
the Reporting Persons have agreed to file this statement jointly
in accordance with the provisions of Rule 13d-1(k)(1)
under the Securities Exchange Act of 1934.
(b)
Address of the Principal Office or, if none, residence
The principal business address of each of the Partners Fund,
the Trading Fund, Brookside Investors, Brookside
Investors II, and BCPE Management is c/o Bain Capital Public
Equity, LP, 200 Clarendon Street, Boston, MA 02116.
(c)
Citizenship
Each of the Partners Fund, Trading Fund, Brookside Investors,
Brookside Investors II and BCPE Management is
organized under the laws of the State of Delaware.
(d)
Title of Class of Securities
The class of equity securities of the Company to which this
filing on Schedule 13G relates is Common Stock
("Common Stock").
(e)
CUSIP Number
The CUSIP number of the Company's Common Stock is 750469207.
Item 3. If this statement is filed pursuant to 240.13d-1(b)
or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
?
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
(b)
?
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c)
?
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
(d)
?
Investment company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e)
?
An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E);
(f)
?
An employee benefit plan or endowment fund in accordance with
240.13d-1(b)(1)(ii)(F);
(g)
?
A parent holding company or control person in accordance with
240.13d-1(b)(1)(ii)(G);
(h)
?
A savings associations as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
?
A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the
Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
?
Group, in accordance with 240.13d-1(b)(1)(ii)(J).
[x] If this statement is filed pursuant to 240.13d-1(c), check this box.
Item 4. Ownership.
Provide the following information regarding the aggregate number
and percentage of the class of securities of the issuer
identified in Item 1.
(a)
Amount beneficially owned: 1,761,719
(b)
Percent of class: 4.08% based upon 43,111,707 shares
of Common Stock outstanding.
(c)
Number of shares as to which the person has: 1,761,719.
(i)
Sole power to vote or to direct the vote: 1,761,719.
(ii)
Shared power to vote or to direct the vote: 0.
(iii)
Sole power to dispose or to direct the disposition of: 1,761,719.
(iv)
Shared power to dispose or to direct the disposition of: 0.
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as
of the date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities,
check the following: ?
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on By the Parent
Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or influencing
the control of the issuer of the securities and were not
acquired and are not held in connection with or as a participant in any
transaction having that purpose or effect.
CUSIP No. 750469207
13G
Page 6 of 6 Pages
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: February 14, 2017
BROOKSIDE CAPITAL PARTNERS FUND, L.P.
By: Brookside Capital Investors, L.P.,
its general partner
By: Bain Capital Public Equity Management, LLC,
its general partner
By:
Name:
Title:
BROOKSIDE CAPITAL TRADING FUND, L.P.
By: Brookside Capital Investors II, L.P.,
its general partner
By: Bain Capital Public Equity Management, LLC,
its general partner
By:
Name:
Title:
Exhibit A
AGREEMENT REGARDING THE JOINT FILING OF
SCHEDULE 13G
The undersigned hereby agree as follows:
(i) The Statement on Schedule 13G, and any amendments thereto,
to which this Agreement is annexed as Exhibit A is and will b
e filed on behalf of each of them in accordance with the provisions
of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934,
as amended; and
(ii) Each of them is responsible for the timely filing of
such Schedule 13G and any amendments thereto, and for the
completeness and accuracy of the information concerning
such person contained therein; but none of them is
responsible for the completeness or accuracy of the
information concerning the other persons making the filing,
unless such person knows or has reason to believe
that such information is inaccurate.
Dated: February 14, 2017
BROOKSIDE CAPITAL PARTNERS FUND, L.P.
By: Brookside Capital Investors, L.P.,
its general partner
By: Bain Capital Public Equity Management, LLC,
its general partner
By:
Name:
Title:
BROOKSIDE CAPITAL TRADING FUND, L.P.
By: Brookside Capital Investors II, L.P.,
its general partner
By: Bain Capital Public Equity Management, LLC,
its general partner
By:
Name:
Title:
Includes 118,718 shares of Common Stock that may be issued upon the
exercise of warrants to purchase Common Stock owned by Brookside Capital
Partners Fund, L.P. The percentage of Common Stock reported owned by
the Reporting Persons is based upon 43,111,707 shares of Common Stock
outstanding as reported in the Issuer's Quarterly Report on Form 10-Q
filed November 3 2016. The percentage of Common Stock reported owned
by the Reporting Persons is based upon 43,111,707 shares of Common Stock
outstanding as reported in the Issuer's Quarterly Report on Form 10-Q
filed November 3, 2016.
48220740_1
48220740_1
48220740_1