Sec Form 4 Filing - Martin G. Kelly @ Radius Health, Inc. - 2022-02-21

Insider filing report for Changes in Beneficial Ownership
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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
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
Martin G. Kelly
2. Issuer Name and Ticker or Trading Symbol
Radius Health, Inc. [ RDUS]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
CEO and President
(Last) (First) (Middle)
C/O RADIUS HEALTH, INC., 22 BOSTON WHARF ROAD, 7TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
02/21/2022
(Street)
BOSTON, MA02210
4. If Amendment, Date Original Filed (MM/DD/YY)
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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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)
Code V Amount (A) or (D) Price
Common Stock 02/21/2022 A V 960,000 A $ 0( 1 )( 2 ) 960,000 D
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Martin G. Kelly
C/O RADIUS HEALTH, INC.
22 BOSTON WHARF ROAD, 7TH FLOOR
BOSTON, MA02210
X CEO and President
Signatures
/s/ G. Kelly Martin 02/23/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents restricted stock units awarded under the 2018 Stock Option and Incentive Plan. Each restricted stock unit represents a contingent right to receive one share of RDUS common stock (Common Stock). 240,000 of the restricted stock units will become earned in the event that during the period beginning on February 21, 2022 and ending on February 21, 2025 (Performance Period) the 30-day trading day average price of the Common Stock is equal to at least $10 per share, 240,000 of the restricted stock units will become earned if during the Performance Period, the 30-day trading day average price of the Common Stock is equal to at least $15 per share, and 480,000 of the restricted stock units will become earned if during the Performance Period, the 30-day trading day average price of the Common Stock is equal to at least $20 per share.
( 2 )A portion of such restricted stock units will vest upon the Common Stock price hurdle being met and a portion of such restricted stock units will vest at the end of the Performance Period, generally subject to continued service with RDUS through such dates and subject, in the case of those restricted stock units that vest at the end of the Performance Period, to a minimum 30-day trading day average price of the Common Stock as of the end of the Performance Period of $10 per share.

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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