SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D/A
(Rule 13d-101)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
Radius Health, Inc.
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
None
(CUSIP Number)
Brookside Capital Partners Fund, L.P.
John Hancock Tower
200 Clarendon Street
Boston, Massachusetts 02116
(617) 516-2000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 31, 2013
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this Schedule 13D,
and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g),
check the following box
Note. Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7 for
other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 6 Pages)
CUSIP No. 87612C100
13D/A
Page 2 of 6 Pages
1.
NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Brookside Capital Partners Fund, L.P.
EIN No.: 04-3313066
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) X
(b)
3.
SEC USE ONLY
4.
SOURCE OF FUNDS
WC
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e)
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7.
SOLE VOTING POWER
0 shares
8.
SHARED VOTING POWER
2,124,805 (1)
9.
SOLE DISPOSITIVE POWER
0 shares
10.
SHARED DISPOSITIVE POWER
2,124,805 (1)
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,124,805 shares of Common Stock (1)
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.1%
14.
TYPE OF REPORTING PERSON
PN
(1)
The Reporting Person is party to certain agreements with the Separately
Filing Group Members (as defined in the Existing Schedule 13D defined below),
which agreements contain, among other things, certain voting agreements and
limitations on the sale of the Reporting Person's shares of Common Stock.
As a result, the Reporting Person may be deemed to be a member of a "group,"
within the meaning of Section 13(d)(3) of the Act (as defined in this
Schedule 13D/A), comprised of the Reporting Person and the Separately
Filing Group Members. Shares listed as beneficially owned by the Reporting
Person exclude shares held by any of the Separately Filing Group Members,
in each case as to which the Reporting Person disclaims beneficial
ownership.
The percentage is calculated based upon 35,002,080 shares of outstanding
Common Stock being deemed issued and outstanding, which consists of:
(i) 879,370 shares of Common Stock that are issued and outstanding and (ii)
an aggregate of 34,122,710 shares of Common Stock issuable upon conversion
of all shares of Preferred Stock outstanding as of December 31, 2013
following the issuance of the Dividend Shares (as defined in this
Schedule 13D/A) as disclosed in the Issuer's Quarterly Report on Form 10-Q,
filed with the SEC on November 14, 2013, and as disclosed to the Reporting
Person by the Issuer separately. Because shares of Preferred Stock
vote together with Common Stock on an as-converted basis, such percentage
reflects the Reporting Person's voting percentage of the Issuer's outstanding
capital stock. If the percentage calculation was calculated in accordance
with Rule 13d-3(d)(1) promulgated under the Exchange Act, excluding shares
held by any of the Separately Filing Group Members, as to which the Reporting
Person disclaims beneficial ownership, it would result in an applicable
percentage of 72.9%.
Item 1. Security and Issuer
This Schedule 13D/A relates to shares of Common Stock, $0.0001 par value per
share (the "Common Stock") of Radius Health Inc., a Delaware corporation
(the "Issuer"). The principal executive offices of the Issuer are located at
201 Broadway, 6th floor, Cambridge, Massachusetts 02139.
Item 2. Identity and Background
(a) This Statement is being filed on behalf of Brookside Capital Partners
Fund, L.P., a Delaware limited partnership (the "Brookside Fund").
Brookside Capital Investors, L.P., a Delaware limited partnership
("Brookside Investors") is the sole general partner of the Brookside Fund.
Brookside Capital Management, LLC, a Delaware limited liability company
("Brookside Management"), is the sole general partner of Brookside Investors.
(b) The principal business address of each of the Brookside Fund,
Brookside Investors, and Brookside Management is John Hancock Tower,
200 Clarendon Street, Boston, MA, 02199
(c) The principal business of the Brookside Fund is that of an
investment partnership.
(d) None of the Brookside Fund, Brookside Investors, or Brookside
Management, during the last five years, has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).
(e) None of the Brookside Fund, Brookside Investors, or Brookside Management
has, during the last five years, been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result
of such proceeding was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect
to such laws.
(f) Each of Brookside Fund, Brookside Investors and Brookside Management
is organized under the laws of the State of Delaware.
The Reporting Persons may be deemed to be members of a "group," within the
meaning of Section 13(d)(3) of the Act, comprised of the Reporting Persons
and the other persons referred to on Schedule A attached to this Schedule 13D/A
(the "Separately Filing Group Members"). It is the understanding of the
Reporting Persons that the Separately Filing Group Members are filing
separate Schedule 13Ds pursuant to Rule 13d-1(k)(2) under the Act. Schedule A
attached to this Schedule 13D/A sets forth certain information concerning
the Separately Filing Group Members, which information is based solely
on the information contained in the Schedule 13Ds filed by the Separately
Filing Group Members or on information provided separately to the
Reporting Persons by the Issuer.
Item 3. Source and Amount of Funds or Other Consideration
The source of funds for the purchases of the Issuer's securities was the
working capital of the Brookside Fund.
Item 3 is hereby supplemented to add the following:
On April 23, 2013, pursuant to the terms of that certain Series B Convertible
Preferred Stock and Warrant Purchase Agreement (the "Series B Stock Purchase
Agreement"), dated as of April 23, 2013, among the Issuer and the investors
referenced therein (the "Series B Investors"), the Issuer issued to the
Series B Investors (i) an aggregate of 700,098 shares (the "Series B Shares")
of its Series B Convertible Preferred Stock, par value $.0001 per share,
and (ii) warrants to purchase, for an initial exercise price of $6.142 per
share, up to an aggregate of 1,750,248 shares of Common Stock (the
"Warrants" and together with the Series B Shares, the "New Securities").
Such New Securities were issued in connection with the consummation of
the initial closing contemplated by the Series B Stock Purchase Agreement
in exchange for aggregate proceeds received by the Issuer of $43,000,019.16
(the "Initial Series B Closing"). The issuance of the New Securities
resulted in an adjustment to the conversion price (the "Anti-Dilution
Adjustment") at which each share of the Issuer's Series A-1 Stock is
convertible into shares of Common Stock. As a result of the Anti-Dilution
Adjustment, the effective conversion price of each share of Series A-1 Stock
was reduced from $8.142 to $7.629. Accordingly, each share of Series A-1
Stock is convertible into 10.672 shares of Common Stock. As a result, the
previously reported 122,820 shares of the Series A-1 Stock held by the
Reporting Persons are now convertible into 1,310,735 shares of Common Stock.
In connection with the Series B Stock Purchase Agreement, the Reporting
Persons purchased 81,407 shares of the Issuer's Series B Convertible
Preferred Stock, par value $.0001 per share (the "Series B Shares"),
and a Warrant to purchase an additional 203,518 shares of Common Stock
of the Issuer (the "Warrant") for an aggregate purchase price of
$5,000,017.95. The Series B Shares are convertible into 814,070
shares of Common Stock. The source of the funds for this purchase
was the working capital of the Brookside Fund.
The final paragraph of Item 3 is hereby amended to read as follows:
Following the Merger, the Short-Form Merger and the transactions
reported in the Schedule 13D and assuming the conversion of all
issued and outstanding shares of preferred stock of the Issuer (the
"Preferred Stock") and the exercise of the Warrant, Brookside Fund
would own 2,328,323 shares of Common Stock, which includes 1,310,735
shares of Common Stock issuable to Brookside Fund upon the conversion
of 122,820 Series A-1 Shares, 814,070 shares of Common Stock issuable
to Brookside Fund upon the conversion of 81,407 Series B-1 Shares, and
203,518 shares of Common Stock issuable to Brookside Fund upon the
exercise of the Warrant.
Item 4. Purpose of Transaction
The Brookside Fund acquired the Brookside Capital Shares for investment
purposes.
Item 5. Interest in Securities of the Company
(a)
Assuming the conversion of the Preferred Stock, the Brookside Fund is
the record owner of the Brookside Fund Shares. To the best knowledge of
the Brookside Fund, Brookside Investors, and Brookside Management, no
director or executive officer of the Brookside Fund, Brookside
Investors, nor Brookside Management owns any shares of the Common
Stock or Preferred Stock. Percent of Class: See Line 13 of the cover
sheets and the footnotes thereto. The percentage is calculated based
upon 35,002,080 shares of outstanding Common Stock being deemed
issued and outstanding, which consists of: (i) 879,370 shares of Common
Stock that are issued and outstanding and (ii) an aggregate of
34,122,710 shares of Common Stock issuable upon conversion of all
shares of Preferred Stock outstanding as of December 31, 2013 following
the issuance of the Dividend Shares (as defined in this Schedule 13D/A)
as disclosed in the Issuer's Quarterly Report on Form 10-Q, filed with
the SEC on November 14, 2013, and as disclosed to the Reporting Person
by the Issuer separately. Because shares of Preferred Stock vote together
with Common Stock on an as-converted basis, such percentage reflects
the Reporting Person's voting percentage of the Issuer's outstanding
capital stock. If the percentage calculation was calculated in accordance
with Rule 13d-3(d)(1) promulgated under the Exchange Act, excluding shares
held by any of the Separately Filing Group Members, as to which the Reporting
Person disclaims beneficial ownership, it would result in an applicable
percentage of 72.9%.
(b)
Regarding the number of shares as to which such person has:
(i)
sole power to vote or to direct the vote:
See Line 7 of cover sheets.
(ii)
shared power to vote or to direct the vote:
See Line 8 of cover sheets.
(iii)
sole power to dispose or to direct the disposition:
See Line 9 of cover sheets.
(iv)
shared power to dispose or to direct the disposition:
See Line 10 of cover sheets.
Schedule A attached to this Amendment No. 1 sets forth, as of the date
hereof, the number of shares owned on an as-converted basis and the
percentage of shares as calculated (a) based upon 35,002,080 shares
of outstanding Common Stock being deemed issued and outstanding, which
consists of: (i) 879,370 shares of Common Stock that are issued and
outstanding and (ii) an aggregate of 34,122,710 shares of Common Stock
issuable upon conversion of all shares of Preferred Stock outstanding
as of December 31, 2013 following the issuance of the Dividend Shares,
as disclosed in the Issuer's Quarterly Report on Form 10-Q, filed with
the SEC on November 14, 2013, and as disclosed to the Reporting Person
by the Issuer separately, and (b) in accordance with Rule 13d-3(d)(1)
promulgated under the Exchange Act. All information with respect to the
Separately Filing Group Members is based solely on the information
contained in the Schedule 13Ds filed by the Separately Filing Group
Members or on information provided separately to the Reporting
Person by the Issuer.
(c)
Except as set forth in Item 3 above, none of the Reporting Persons has
effected any transaction in the Common Stock during the last 60 days.
(d)
No other person is known to have the right to receive or the power to
direct the receipt of dividends from, or any proceeds from the sale of,
the Brookside Fund shares beneficially owned by any of the Reporting Persons.
(e)
Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
Item 6 is hereby amended and restated in its entirety as follows:
Brookside Fund is a party to the Third Amended and Restated Stockholders'
Agreement, dated April 23, 2013, by and among the Issuer and the
stockholders party thereto, which is attached as Exhibit 4.1 to the
Issuer's Current Report on Form 8-K filed with the Securities and
Exchange Commission on April 25, 2013 and incorporated by reference herein.
Item 7. Material to be Filed as Exhibits
Item 7 of the Schedule 13D is supplemented as follows:
Exhibit 3 Third Amended and Restated Stockholders' Agreement,
dated April 23, 2013, by and among the Issuer and the stockholders
party thereto (incorporated by reference from the Issuer's Current
Report on Form 8-K filed with the Securities and Exchange Commission
on April 25, 2013).
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief,
the undersigned certifies that the information set forth in this Statement
is true, complete and correct.
Dated: February 21, 2014
BROOKSIDE CAPITAL PARTNERS FUND, L.P.
By: Brookside Capital Investors, L.P.
Its general partner
By: Brookside Capital Management, LLC
Its general partner
By: /s/ William E. Pappendick IV
Name: William E. Pappendick IV
Title: Managing Director
Schedule A
Certain Information Regarding the Separately Filing Group Members(1)
Separately Filing Group Member(2)
Outstanding
Shares
(as converted)
Voting % of Outstanding
Shares
Beneficial
Ownership
F2 Bioscience III, L.P.
3,256,270
9.3%
82.2%
MPM Bioventures III, L.P.
374,221
1.1%
30.6%
MPM Bioventures III-QP, L.P.
5,565,906
15.9%
86.7%
MPM Bioventures III GMBH & Co. Beteiligungs
KG
470,374
1.3%
35.6%
MPM Bioventures III Parallel Fund, L.P.
168,049
0.5%
16.5%
MPM Asset Management Investors 2003 BVIII
LLC
107,724
0.3%
11.2%
MPM Bio IV NVS Strategic Fund, L.P.
3,905,915
11.2%
82.3%
The Wellcome Trust Limited, as Trustee of the
Wellcome Trust
3,062,627
8.8%
77.7%
HealthCare Ventures VII, L.P.
2,441,206
7.0%
75.4%
OBP IV - Holdings LLC
1,960,754
5.6%
69.4%
mRNA II - Holdings LLC
19,643
0.1%
2.2%
BB Biotech Ventures II, L.P.
2,350,699
6.7%
73.4%
Healthcare Private Equity Limited Partnership
816,676
2.3%
48.2%
Biotech Growth N.V.
2,288,012
6.5%
74.2%
Ipsen Pharma SAS
184,959
0.5%
17.4%
Brookside Capital Partners Fund, L.P.
2,125,202
6.1%
72.6%
Julianne Glowacki PhD
93
0.0%
0.0%
Raymond F. Schinazi
46,953
0.1%
5.3%
David E. Thompson Revocable Trust
22,467
0.1%
2.5%
Hostetler Family Trust UTD 3/18/92, Karl Y.
Hostetler and Margaretha Hostetler, Co-Trustees
8,195
0.0%
0.9%
H. Watt Gregory III
15,188
0.0%
2.3%*
The Richman Trust Dated 2/6/83, Douglas D.
Richman, Co-Trustee and Eva A. Richman, Co-
Trustee
8,131
0.0%
0.9%
The Breining Family Trust Dated August 15, 2003
4,631
0.0%
0.5%
Dennis A. Carson
533
0.0%
0.1%
The Jonnie K. Westbrook Revocable Trust, Dated
March 17, 2000, Jonnie K. Westbrook, Trustee
363
0.0%
0.0%
Stavros C. Manolagas
91,040
0.3%
10.4%
Michael Rosenblatt MD
44,803
0.1%
5.1%
Patricia E. Rosenblatt
43,028
0.1%
4.9%
Dr. John Potts, Jr and Susanne K. Potts Irrevocable
Trust for Stephan K. Potts dated 6-15-05
20,291
0.1%
2.3%
John Thomas Potts MD
48,942
0.1%
7.7%**
John A. Katzenellenbogen Trust Under Agreement
Dated August 2, 1999
40,438
0.1%
4.6%
John A. Katzenellenbogen PhD
15,627
0.0
%
1.8
%
Bart Henderson
30,468
0.1%
3.5%
Board of Trustees of the University of Arkansas
17,333
0.1%
2.0%
Benjamin C. Lane
8,125
0.0%
0.9%
Ruff Trust, F. Bronson Van Wyck, Trustee
5,487
0.0%
0.6%
H2 Enterprises, LLC
5,124
0.0%
0.6%
Stavroula Kousteni PhD
421
0.0%
0.0%
Robert L. Jilka PhD
572
0.0%
0.1%
Robert S. Weinstein MD
421
0.0%
0.0%
Teresita M. Bellido PhD
234
0.0%
0.0%
Dotty Paquin
891
0.0%
0.1%
Thomas E. Sparks Jr.
883
0.0%
0.1%
Samuel Ho
833
0.0%
0.1%
Charles O'Brien PhD
140
0.0
%
0.0
%
Alwyn Michael Parfitt MD
280
0.0
%
0.0
%
Barnett Pitzele
266
0.0
%
0.0
%
Benita S. Katzenellenbogen PhD
187
0.0
%
0.0
%
Kelly Colbourn
102
0.0
%
0.0
%
Socrates E. Papapoulos MD
93
0.0
%
0.0
%
Tonya D. Goss
66
0.0
%
0.0
%
The Kent C. Westbrook Revocable Trust, Dated
March 17, 2000, Kent C. Westbrook, Trustee
46
0.0
%
0.0
%
Maysoun Shomali
2,383
0.0
%
0.3
%
Jonathan Guerriero
14,666
0.0
%
1.7
%
E. Kelly Sullivan
937
0.0
%
0.1
%
Cecil Richard Lyttle
66,666
0.2
%
47.3
%***
Louis O'Dea
193,087
0.6
%
22.0
%
Brian Nicholas Harvey
30,000
0.1
%
21.2
%****
Christopher Miller
63,853
0.2
%
7.3
%
Christopher K. Glass, M.D.
1,332
0.0
%
0.2
%
Maria Grunwald
13,634
0.0
%
1.6
%
Kathleen Welch
9,050
0.0
%
1.0
%
* Calculation of beneficial ownership percentage includes 5,124 shares of
Common Stock held by H2 Enterprises, LLC, a company with which the Reporting
Person is affiliated.
** Calculation of beneficial ownership percentage includes 20,798 options to
purchase Common Stock anticipated to be exercisable within 60 days within
60 days of December 31, 2013.
*** Calculation of beneficial ownership percentage includes 662,945 options
to purchase Common Stock anticipated to be exercisable within 60 days within
60 days of December 31, 2013.
**** Calculation of beneficial ownership percentage includes 198,004 options
to purchase Common Stock anticipated to be exercisable within 60 days within
60 days of December 31, 2013.
(1)All references to the number of shares outstanding are based upon
35,002,080 shares of outstanding Common Stock being deemed issued and
outstanding, which consists of: (i) 879,370 shares of Common Stock
that are issued and outstanding and (ii) an aggregate of 34,122,710
shares of Common Stock issuable upon conversion of all shares of Preferred
Stock outstanding as of as of December 31, 2013 following the issuance
of the Dividend Shares, as disclosed in the Issuer's Quarterly Report
on Form 10-Q, filed with the SEC on November 14, 2013, and as disclosed
to the Reporting Person by the Issuer separately. Because each stockholder
of the Issuer is a party to certain agreements with the other
stockholders of the Issuer, which agreements contain, among other
things, certain voting agreements and limitations on the sale of their
shares of Common Stock, each stockholder of the Issuer may be deemed to be a
member of a "group," within the meaning of Section 13(d)(3) of the Act (as
defined in this Schedule 13D/A). Shares listed as beneficially owned in this
table exclude shares held by any Reporting Person or by any of the other
Separately Filing Group Members, in each case as to which the Reporting Person
disclaims beneficial ownership.
(2) See the Schedule 13D (or an amendment thereto to the extent any
material change in the facts set forth in any Schedule 13D previously
filed by any Separately Filing Group Member has occurred) filed, or
that the Reporting Person anticipates will be filed, separately by each
Separately Filing Group Member, which includes, or will include, information
regarding the filer's jurisdiction of organization, principal business,
and address of principal office.