SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D/A
(Rule 13d-101)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 5)
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)
August 7, 2015
(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 8 Pages)
CUSIP No. 87612C100
13D/A
Page 2 of 8 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)
(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
1,039,338 (1)
9.
SOLE DISPOSITIVE POWER
0 shares
10.
SHARED DISPOSITIVE POWER
1,039,338 (1)
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,039,338 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)
2.429%
14.
TYPE OF REPORTING PERSON
PN
(1) Consists of 920,620 shares of Common Stock, owned by Brookside Capital
Partners Fund, L.P. and 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 is calculated based upon 42,786,322
shares of outstanding Common Stock being deemed
issued and outstanding, as reported in the Issuer's Form 10-Q dated
August 6, 2015.
CUSIP No. 87612C100
13D/A
Page 3 of 8 Pages
1.
NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Brookside Capital Trading Fund, L.P.
EIN No.: 26-4233731
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(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
1,271,398 shares
9.
SOLE DISPOSITIVE POWER
0 shares
10.
SHARED DISPOSITIVE POWER
1,271,398 shares
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,271,398 shares of Common Stock
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN ?
SHARES
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.971%
14.
TYPE OF REPORTING PERSON
PN
CUSIP No. 87612C100
13D/A
Page 4 of 8 Pages
1.
NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Brookside Capital Partners Fund III, L.P.
EIN No.: 47-1624977
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(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
30,104
9.
SOLE DISPOSITIVE POWER
0 shares
10.
SHARED DISPOSITIVE POWER
30,104
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
30,104 shares of Common Stock
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN ?
SHARES
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.07%
14.
TYPE OF REPORTING PERSON
PN
EXPLANATORY NOTE
This Amendment No. 5 to Schedule 13D ("Amendment No. 5"), filed with the
SEC on February 1, 2012 (the "Original Schedule 13D") on behalf of 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 Brookside Capital Management,
LLC, a Delaware limited liability company ("Brookside Management");
(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 Brookside Management and (3) Brookside
Capital Partners Fund III,
L.P., a Delaware limited partnership ("Partners Fund III"), whose
sole general partner is Brookside
Capital Investors III, L.P., a Delaware limited partnership ("Brookside
Investors III"), whose sole
general partner is Brookside Management, is filed to reflect the
percentage change in the Reporting
Persons' beneficial ownership with respect to shares of capital
stock of Radius Health, Inc. (the
"Issuer"). This Amendment No.5 amends and supplements the Original
Schedule 13D only to the
extent provided herein and all other items in the Original Schedule
13D remain unchanged.
Item 2. Identity and Background
The principal business address of each of the Partners Fund, the
Trading Fund, Partners Fund III,
Brookside Investors, Brookside Investors II, Brookside Investors
III and Brookside Management is c/o
Brookside Capital, LLC, John Hancock Tower, 200 Clarendon Street,
Boston, MA 02116.
Each of the Partners Fund, Trading Fund, Partners Fund III, Brookside
Investors, Brookside Investors II,
Brookside Investors III and Brookside Management is organized under
the laws of the State of Delaware.
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 Reporting
Persons.
Item 4. Purpose of Transaction
Item 4 is hereby amended and supplemented to add the following:
On July 7, 2015, Partners Fund III purchased 33,581 shares of Common
Stock of the Issuer. On July 23,
2015, Trading Fund purchased 313,425 shares of Common Stock of the
Issuer and Partners Fund III
purchased 11,575 shares of Common Stock of the Issuer (collectively,
"Purchases"). On July 23, 2015,
Partners Fund sold 325,000 shares of Common Stock of the Issuer. On
August 7, 2015 Partners Fund III
sold 15,052 shares of Common Stock of the Issuer. On August 10, 2015
Partners Fund sold 78,904 shares
of Common Stock of the Issuer (collectively, "Sales"). All transactions
were open market transactions.
Please see Item 5(c) below.
Item 5. Interest in Securities of the Company
Item 5 is amended and restated in its entirety as follows:
(a) - (b) The Partners Fund beneficially owns 1,039,338 shares of
Common Stock, which includes
920,620 shares of Common Stock held and 118,718 shares of Common Stock
that may be issued upon
the exercise of warrants to purchase Common Stock, representing 2.429%
of the Issuer's outstanding
Common Stock, Trading Fund beneficially owns 1,271,398 shares of Common
Stock, representing
2.971% of the Issuer's outstanding Common Stock, and the Partners Fund
III beneficially owns 30,104
shares of Common Stock, representing 0.07% of the Issuer's outstanding
Common Stock. Collectively,
the Reporting Persons beneficially own 2,340,840 shares of Common Stock,
representing 5.47% of the
Issuer's outstanding Common Stock. The percentage is calculated based
upon 42,786,322 shares of
outstanding Common Stock being deemed issued and outstanding, as reported
in the Issuer's Form 10-
Q dated August 6, 2015.
Brookside Investors, as the sole general partner of the Partners Fund,
may be deemed to share voting
and dispositive power with respect to 1,039,338 shares of Common Stock
currently held by the
Partners Fund, which includes 920,620 shares of Common Stock held and
118,718 shares of Common
Stock that may be issued upon the exercise of warrants to purchase
Common Stock, representing
2.429% of the shares of the Issuer's outstanding Common Stock.
Brookside Investors II, as the sole
general partner of the Trading Fund, may be deemed to share voting and
dispositive power with
respect to 1,271,398 shares of Common Stock currently held by the
Trading Fund, representing
approximately 2.971% of the Issuer's outstanding Common Stock. Brookside
Investors III, as the sole
general partner of the Partners Fund III, may be deemed to share voting
and dispositive power with
respect to 30,104 shares of Common Stock currently held by the Partners
Fund III, representing
approximately 0.07% of the Issuer's outstanding Common Stock.
The filing of this Statement shall not
be construed as an admission that Brookside Investors, Brookside
Investors II and Brookside Investors
III are, for the purpose of Section 13(d) of the Exchange Act,
the beneficial owners of such shares held
by the Partners Fund, the Trading Fund and Partners Fund III.
Brookside Management, as the sole general partner of Brookside Investors,
Brookside Investors II and
Brookside Investors III, may be deemed to share voting and dispositive
power with respect to
2,340,840 shares of Common Stock currently held by the Reporting
Persons, representing 5.47% of the
shares of Common Stock outstanding. The filing of this Statement shall
not be construed as an
admission that Brookside Management is, for the purpose of Section
13(d) of the Exchange Act, the
beneficial owner of such shares held by the Reporting Persons.
(c) The following is a list of the Purchases and Sales in multiple
market transactions:
Entity
Transaction
Type
Date of
Transaction
Number
of Shares
Price Per
Share
Brookside Capital Partners Fund III, L.P.
Purchase
07/07/15
33,581
69.79
Brookside Capital Partners Fund, L.P.
Sale
07/23/15
325,000
74.86
Brookside Capital Trading Fund, L.P.
Purchase
07/23/15
313,425
74.00
Brookside Capital Partners Fund III, L.P.
Purchase
07/23/15
11,575
74.00
Brookside Capital Partners Fund III, L.P.
Sale
08/07/15
15,052
66.10
Brookside Capital Partners Fund, L.P.
Sale
08/10/15
78,904
66.17
(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 shares beneficially
owned by the
Reporting Person.
(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 Fifth Amended and Restated Stockholders'
Agreement, dated as of April
24, 2014, by and among the Issuer and the stockholders party thereto, which
is attached as Exhibit 4.1 in
the Issuer's Form 10-Q filed with the Securities and Exchange Commission
on March 10, 2015 and
incorporated by reference herein and grants the parties thereto certain
resale, demand and piggyback
registration rights as set forth therein.
Item 7. Material to be Filed as Exhibits
Item 7 of the Schedule 13D is supplemented as follows:
Exhibit 3 Fifth Amended and Restated Stockholders'
Agreement, dated as of April 24, 2014, by
and among the Issuer and the stockholders party thereto (incorporated
by reference from
Exhibit 4.1 in the Issuer's Form 10-Q filed with the Securities and
Exchange Commission
on March 10, 2015).
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: August 11, 2015
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
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