Filing Details
- Accession Number:
- 0001193125-16-729055
- Form Type:
- 13D Filing
- Publication Date:
- 2016-10-03 13:07:34
- Filed By:
- Mpm Bioventures Iii-qp L.p.
- Company:
- Radius Health Inc. (NASDAQ:RDUS)
- Filing Date:
- 2016-10-03
- SEC Url:
- 13D Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| (1) MPM BioVentures III-QP | 2,103,857 | 0 | 2,103,857 | 011 | 2,103,857 | 4.9% |
| (1) MPM BioVentures III | 143,266 | 0 | 143,266 | 011 | 143,266 | 0.3% |
| (1) MPM Asset Management Investors | 41,239 | 0 | 41,239 | 011 | 41,239 | 0.1% |
| (1) MPM BioVentures III Parallel Fund | 64,335 | 0 | 64,335 | 011 | 64,335 | 0.1% |
| (1) MPM BioVentures III GmbH Co. Beteiligungs KG | 180,077 | 0 | 180,077 | 011 | 180,077 | 0.4% |
| (1) MPM Bio IV NVS Strategic Fund | 1,506,248 | 0 | 1,506,248 | 011 | 1,506,248 | 3.5% |
| (1) MPM BioVentures III GP | 0 | 2,518,535 | 0 | 2,518,535 | 2,518,535 | 5.8% |
| (1) MPM BioVentures III | 0 | 2,518,535 | 0 | 2,518,535 | 2,518,535 | 5.8% |
| (1) MPM BioVentures IV GP | 0 | 1,506,248 | 0 | 1,506,248 | 1,506,248 | 3.5% |
| (1) MPM BioVentures IV | 0 | 1,506,248 | 0 | 1,506,248 | 1,506,248 | 3.5% |
| (1) Luke Evnin | 0 | 4,066,022 | 0 | 4,066,022 | 4,066,022 | 9.4% |
| (1) Ansbert Gadicke | 45,000 | 4,066,022 | 45,000 | 4,066,022 | 4,111,022 | 9.5% |
| (1) Nicholas Galakatos | 0 | 2,559,774 | 0 | 2,559,774 | 2,559,774 | 5.9% |
| (1) Kurt Wheeler | 0 | 2,559,774 | 0 | 2,559,774 | 2,559,774 | 5.9% |
| (1) Nicholas Simon III | 0 | 2,559,774 | 0 | 2,559,774 | 2,559,774 | 5.9% |
| (1) Dennis Henner | 0 | 2,559,774 | 0 | 2,559,774 | 2,559,774 | 5.9% |
| (1) Todd Foley | 0 | 1,506,248 | 0 | 1,506,248 | 1,506,248 | 3.5% |
| (1) Vaughn M. Kailian | 0 | 1,506,248 | 0 | 1,506,248 | 1,506,248 | 3.5% |
| (1) James Paul Scopa | 0 | 1,506,248 | 0 | 1,506,248 | 1,506,248 | 3.5% |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)*
RADIUS HEALTH, INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
750469 207
(CUSIP Number)
ANSBERT GADICKE
MPM ASSET MANAGEMENT
450 KENDALL STREET
CAMBRIDGE, MA 02142
TELEPHONE: (617) 425-9200
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
September 27, 2016
(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-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 §240.13d-7 for other parties to whom copies are to be sent.
| * | The remainder of this cover page shall be filled out for a reporting persons 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).
13D/A
CUSIP No. 750469 207
| 1. | Name of Reporting Persons(1)
MPM BioVentures III-QP, L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (see instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Source of Funds (see instructions)
WC | |||||
| 5. | Check 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
2,103,857 (2) | ||||
| 8. | Shared Voting Power
0 | |||||
| 9. | Sole Dispositive Power
2,103,857 (2) | |||||
| 10. | Shared Dispositive Power
0 | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
2,103,857 (2) | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) ☐
| |||||
| 13. | Percent of Class Represented by Amount in Row 11
4.9% (3) | |||||
| 14. | Type of Reporting Person (see instructions)
PN | |||||
| (1) | This Schedule 13D amendment (the 13D/A) is filed by MPM BioVentures III-QP, L.P. (BV III QP), MPM BioVentures III, L.P. (BV III), MPM BioVentures III Parallel Fund, L.P. (BV III PF), MPM BioVentures III GmbH & Co. Beteiligungs KG (BV III KG), MPM Asset Management Investors 2003 BVIII LLC (AM LLC), MPM Bio IV NVS Strategic Fund, L.P. (MPM NVS), MPM BioVentures III GP, L.P. (BV III GP), MPM BioVentures III LLC (BV III LLC), MPM BioVentures IV GP LLC (BV IV GP) and MPM BioVentures IV LLC (BV IV LLC and collectively with BV III QP, BV III, BV III PF, BV III KG, AM LLC, MPM NVS, BV III GP, BV III LLC and BV IV GP, the MPM Entities) and Luke Evnin, Ansbert Gadicke, Nicholas Galakatos, Kurt Wheeler, Nicholas Simon III, Dennis Henner, Todd Foley, Vaughn M. Kailian and James Paul Scopa (collectively, the Listed Persons). BV III GP and BV III LLC are the direct and indirect general partners of BV III QP, BV III, BV III PF and BV III KG. Luke Evnin, Ansbert Gadicke, Nicholas Galakatos, Kurt Wheeler, Nicholas Simon III and Dennis Henner are Series A members of BV III LLC and managers of AM LLC. BV IV GP and BV IV LLC are the direct and indirect general partners of MPM NVS. Luke Evnin, Ansbert Gadicke, Todd Foley, Vaughn M. Kailian and James Paul Scopa are members of BV IV LLC. |
| (2) | Consists of (i) 2,047,635 shares of common stock (Common Stock) of Radius Health, Inc. (the Issuer) held by the Reporting Person; and (ii) 83,222 shares of Common Stock underlying warrants held by the Reporting Person that are exercisable within 60 days of the date of this filing. |
| (3) | This percentage was calculated based upon 43,082,740 shares of outstanding Common Stock as of August 1, 2016, as reported in the Issuers Quarterly Report on Form 10-Q for the quarter ended June 30, 2016, filed with the Securities and Exchange Commission on August 4, 2016. |
13D/A
| CUSIP No. 750469 207 |
| 1. | Name of Reporting Persons(1)
MPM BioVentures III, L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (see instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Source of Funds (see instructions)
WC | |||||
| 5. | Check 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
143,266 (2) | ||||
| 8. | Shared Voting Power
0 | |||||
| 9. | Sole Dispositive Power
143,266 (2) | |||||
| 10. | Shared Dispositive Power
0 | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
143,266 (2) | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) ☐
| |||||
| 13. | Percent of Class Represented by Amount in Row 11
0.3% (3) | |||||
| 14. | Type of Reporting Person (see instructions)
PN | |||||
| (1) | This 13D/A is filed by the MPM Entities and the Listed Persons. |
| (2) | Consists of (i) 137,671 shares of Common Stock held by the Reporting Person; and (ii) 5,595 shares of Common Stock underlying warrants held by the Reporting Person that are exercisable within 60 days of the date of this filing. |
| (3) | This percentage was calculated based upon 43,082,740 shares of outstanding Common Stock as of August 1, 2016, as reported in the Issuers Quarterly Report on Form 10-Q for the quarter ended June 30, 2016, filed with the Securities and Exchange Commission on August 4, 2016. |
13D/A
| CUSIP No. 750469 207 |
| 1. | Name of Reporting Persons(1)
MPM Asset Management Investors 2003 BVIII LLC | |||||
| 2. | Check the Appropriate Box if a Member of a Group (see instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Source of Funds (see instructions)
WC | |||||
| 5. | Check 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
41,239 (2) | ||||
| 8. | Shared Voting Power
0 | |||||
| 9. | Sole Dispositive Power
41,239 (2) | |||||
| 10. | Shared Dispositive Power
0 | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
41,239 (2) | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) ☐
| |||||
| 13. | Percent of Class Represented by Amount in Row 11
0.1% (3) | |||||
| 14. | Type of Reporting Person (see instructions)
00 | |||||
| (1) | This 13D/A is filed by the MPM Entities and the Listed Persons. |
| (2) | Consists of (i) 39,630 shares of Common Stock held by the Reporting Person; and (ii) 1,609 shares of Common Stock underlying warrants held by the Reporting Person that are exercisable within 60 days of the date of this filing. |
| (3) | This percentage was calculated based upon 43,082,740 shares of outstanding Common Stock as of August 1, 2016, as reported in the Issuers Quarterly Report on Form 10-Q for the quarter ended June 30, 2016, filed with the Securities and Exchange Commission on August 4, 2016. |
13D/A
| CUSIP No. 750469 207 |
| 1. | Name of Reporting Persons(1)
MPM BioVentures III Parallel Fund, L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (see instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Source of Funds (see instructions)
WC | |||||
| 5. | Check 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
64,335 (2) | ||||
| 8. | Shared Voting Power
0 | |||||
| 9. | Sole Dispositive Power
64,335 (2) | |||||
| 10. | Shared Dispositive Power
0 | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
64,335 (2) | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) ☐
| |||||
| 13. | Percent of Class Represented by Amount in Row 11
0.1% (3) | |||||
| 14. | Type of Reporting Person (see instructions)
PN | |||||
| (1) | This 13D/A is filed by the MPM Entities and the Listed Persons. |
| (2) | Consists of (i) 61,823 shares of Common Stock held by the Reporting Person; and (ii) 2,512 shares of Common Stock underlying warrants held by the Reporting Person that are exercisable within 60 days of the date of this filing. |
| (3) | This percentage was calculated based upon 43,082,740 shares of outstanding Common Stock as of August 1, 2016, as reported in the Issuers Quarterly Report on Form 10-Q for the quarter ended June 30, 2016, filed with the Securities and Exchange Commission on August 4, 2016. |
13D/A
| CUSIP No. 750469 207 |
| 1. | Name of Reporting Persons(1)
MPM BioVentures III GmbH & Co. Beteiligungs KG | |||||
| 2. | Check the Appropriate Box if a Member of a Group (see instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Source of Funds (see instructions)
WC | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) ☐
| |||||
| 6. | Citizenship or Place of Organization
Germany | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With
| 7. | Sole Voting Power
180,077 (2) | ||||
| 8. | Shared Voting Power
0 | |||||
| 9. | Sole Dispositive Power
180,077 (2) | |||||
| 10. | Shared Dispositive Power
0 | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
180,077 (2) | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) ☐
| |||||
| 13. | Percent of Class Represented by Amount in Row 11
0.4% (3) | |||||
| 14. | Type of Reporting Person (see instructions)
PN | |||||
| (1) | This 13D/A is filed by the MPM Entities and the Listed Persons. |
| (2) | Consists of (i) 173,045 shares of Common Stock held by the Reporting Person; and (ii) 7,032 shares of Common Stock underlying warrants held by the Reporting Person that are exercisable within 60 days of the date of this filing. |
| (3) | This percentage was calculated based upon 43,082,740 shares of outstanding Common Stock as of August 1, 2016, as reported in the Issuers Quarterly Report on Form 10-Q for the quarter ended June 30, 2016, filed with the Securities and Exchange Commission on August 4, 2016. |
13D/A
| CUSIP No. 750469 207 |
| 1. | Name of Reporting Persons(1)
MPM Bio IV NVS Strategic Fund, L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (see instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Source of Funds (see instructions)
WC | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) ☐
| |||||
| 6. | Citizenship or Place of Organization
Bermuda | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With
| 7. | Sole Voting Power
1,506,248 (2) | ||||
| 8. | Shared Voting Power
0 | |||||
| 9. | Sole Dispositive Power
1,506,248 (2) | |||||
| 10. | Shared Dispositive Power
0 | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
1,506,248 (2) | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) ☐
| |||||
| 13. | Percent of Class Represented by Amount in Row 11
3.5% (3) | |||||
| 14. | Type of Reporting Person (see instructions)
PN | |||||
| (1) | This 13D/A is filed by the MPM Entities and the Listed Persons. |
| (2) | Consists of (i) 1,427,698 shares of Common Stock held by the Reporting Person; and (ii) 78,550 shares of Common Stock underlying warrants held by the Reporting Person that are exercisable within 60 days of the date of this filing. |
| (3) | This percentage was calculated based upon 43,082,740 shares of outstanding Common Stock as of August 1, 2016, as reported in the Issuers Quarterly Report on Form 10-Q for the quarter ended June 30, 2016, filed with the Securities and Exchange Commission on August 4, 2016. |
13D/A
| CUSIP No. 750469 207 |
| 1. | Name of Reporting Persons(1)
MPM BioVentures III GP, L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (see instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Source of Funds (see instructions)
WC | |||||
| 5. | Check 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 | ||||
| 8. | Shared Voting Power
2,518,535 (2) | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
2,518,535 (2) | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
2,518,535 (2) | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) ☐
| |||||
| 13. | Percent of Class Represented by Amount in Row 11
5.8% (3) | |||||
| 14. | Type of Reporting Person (see instructions)
PN | |||||
| (1) | This 13D/A is filed by the MPM Entities and the Listed Persons. |
| (2) | Consists of (i) an aggregate of 2,420,174 shares of Common Stock held by BV III QP, BV III, BV III PF and BV III KG; and (ii) an aggregate of 98,361 shares of Common Stock underlying warrants held by BV III QP, BV III, BV III PF and BV III KG that are exercisable within 60 days of the date of this filing. |
| (3) | This percentage was calculated based upon 43,082,740 shares of outstanding Common Stock as of August 1, 2016, as reported in the Issuers Quarterly Report on Form 10-Q for the quarter ended June 30, 2016, filed with the Securities and Exchange Commission on August 4, 2016. |
13D/A
| CUSIP No. 750469 207 |
| 1. | Name of Reporting Persons(1)
MPM BioVentures III LLC | |||||
| 2. | Check the Appropriate Box if a Member of a Group (see instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Source of Funds (see instructions)
WC | |||||
| 5. | Check 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 | ||||
| 8. | Shared Voting Power
2,518,535 (2) | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
2,518,535 (2) | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
2,518,535 (2) | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) ☐
| |||||
| 13. | Percent of Class Represented by Amount in Row 11
5.8% (3) | |||||
| 14. | Type of Reporting Person (see instructions)
OO | |||||
| (1) | This 13D/A is filed by the MPM Entities and the Listed Persons. |
| (2) | Consists of (i) an aggregate of 2,420,174 shares of Common Stock held by BV III QP, BV III, BV III PF and BV III KG; and (ii) an aggregate of 98,361 shares of Common Stock underlying warrants held by BV III QP, BV III, BV III PF and BV III KG that are exercisable within 60 days of the date of this filing. |
| (3) | This percentage was calculated based upon 43,082,740 shares of outstanding Common Stock as of August 1, 2016, as reported in the Issuers Quarterly Report on Form 10-Q for the quarter ended June 30, 2016, filed with the Securities and Exchange Commission on August 4, 2016. |
13D/A
| CUSIP No. 750469 207 |
| 1. | Name of Reporting Persons(1)
MPM BioVentures IV GP, L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (see instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Source of Funds (see instructions)
WC | |||||
| 5. | Check 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 | ||||
| 8. | Shared Voting Power
1,506,248 (2) | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
1,506,248 (2) | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
1,506,248 (2) | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) ☐
| |||||
| 13. | Percent of Class Represented by Amount in Row 11
3.5% (3) | |||||
| 14. | Type of Reporting Person (see instructions)
PN | |||||
| (1) | This 13D/A is filed by the MPM Entities and the Listed Persons. |
| (2) | Consists of (i) 1,427,698 shares of Common Stock held by MPM NVS; and (ii) 78,550 shares of Common Stock underlying warrants held by MPM NVS that are exercisable within 60 days of the date of this filing. |
| (3) | This percentage was calculated based upon 43,082,740 shares of outstanding Common Stock as of August 1, 2016, as reported in the Issuers Quarterly Report on Form 10-Q for the quarter ended June 30, 2016, filed with the Securities and Exchange Commission on August 4, 2016. |
13D/A
| CUSIP No. 750469 207 |
| 1. | Name of Reporting Persons(1)
MPM BioVentures IV LLC | |||||
| 2. | Check the Appropriate Box if a Member of a Group (see instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Source of Funds (see instructions)
WC | |||||
| 5. | Check 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 | ||||
| 8. | Shared Voting Power
1,506,248 (2) | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
1,506,248 (2) | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
1,506,248 (2) | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) ☐
| |||||
| 13. | Percent of Class Represented by Amount in Row 11
3.5% (3) | |||||
| 14. | Type of Reporting Person (see instructions)
OO | |||||
| (1) | This 13D/A is filed by the MPM Entities and the Listed Persons. |
| (2) | Consists of (i) 1,427,698 shares of Common Stock held by MPM NVS; and (ii) 78,550 shares of Common Stock underlying warrants held by MPM NVS that are exercisable within 60 days of the date of this filing. |
| (3) | This percentage was calculated based upon 43,082,740 shares of outstanding Common Stock as of August 1, 2016, as reported in the Issuers Quarterly Report on Form 10-Q for the quarter ended June 30, 2016, filed with the Securities and Exchange Commission on August 4, 2016. |
13D/A
| CUSIP No. 750469 207 |
| 1. | Name of Reporting Persons(1)
Luke Evnin | |||||
| 2. | Check the Appropriate Box if a Member of a Group (see instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Source of Funds (see instructions)
OO | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) ☐
| |||||
| 6. | Citizenship or Place of Organization
United States | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With
| 7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
4,066,022 (2) | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
4,066,022 (2) | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
4,066,022 (2) | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) ☐
| |||||
| 13. | Percent of Class Represented by Amount in Row 11
9.4% (3) | |||||
| 14. | Type of Reporting Person (see instructions)
IN | |||||
| (1) | This 13D/A is filed by the MPM Entities and the Listed Persons. |
| (2) | Consists of (i) an aggregate of 3,887,502 shares of Common Stock held by BV III QP, BV III, BV III PF, BV III KG, AM LLC and MPM NVS; and (ii) an aggregate of 178,520 shares of Common Stock underlying warrants held by BV III QP, BV III, BV III PF, BV III KG, AM LLC and MPM NVS that are exercisable within 60 days of the date of this filing. |
| (3) | This percentage was calculated based upon 43,082,740 shares of outstanding Common Stock as of August 1, 2016, as reported in the Issuers Quarterly Report on Form 10-Q for the quarter ended June 30, 2016, filed with the Securities and Exchange Commission on August 4, 2016. |
13D/A
| CUSIP No. 750469 207 |
| 1. | Name of Reporting Persons(1)
Ansbert Gadicke | |||||
| 2. | Check the Appropriate Box if a Member of a Group (see instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Source of Funds (see instructions)
OO | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) ☐
| |||||
| 6. | Citizenship or Place of Organization
United States | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With
| 7. | Sole Voting Power
45,000 (2) | ||||
| 8. | Shared Voting Power
4,066,022 (3) | |||||
| 9. | Sole Dispositive Power
45,000 (2) | |||||
| 10. | Shared Dispositive Power
4,066,022 (3) | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
4,111,022 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) ☐
| |||||
| 13. | Percent of Class Represented by Amount in Row 11
9.5% (4) | |||||
| 14. | Type of Reporting Person (see instructions)
IN | |||||
| (1) | This 13D/A is filed by the MPM Entities and the Listed Persons. |
| (2) | Consists of shares underlying options held by the Reporting Person that are exercisable within 60 days of the date of this filing. |
| (3) | Consists of (i) an aggregate of 3,887,502 shares of Common Stock held by BV III QP, BV III, BV III PF, BV III KG, AM LLC and MPM NVS; and (ii) an aggregate of 178,520 shares of Common Stock underlying warrants held by BV III QP, BV III, BV III PF, BV III KG, AM LLC and MPM NVS that are exercisable within 60 days of the date of this filing. |
| (4) | This percentage was calculated based upon 43,082,740 shares of outstanding Common Stock as of August 1, 2016, as reported in the Issuers Quarterly Report on Form 10-Q for the quarter ended June 30, 2016, filed with the Securities and Exchange Commission on August 4, 2016. |
13D/A
| CUSIP No. 750469 207 |
| 1. | Name of Reporting Persons(1)
Nicholas Galakatos | |||||
| 2. | Check the Appropriate Box if a Member of a Group (see instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Source of Funds (see instructions)
OO | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) ☐
| |||||
| 6. | Citizenship or Place of Organization
United States | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With
| 7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
2,559,774 (2) | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
2,559,774 (2) | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
2,559,774 (2) | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) ☐
| |||||
| 13. | Percent of Class Represented by Amount in Row 11
5.9% (3) | |||||
| 14. | Type of Reporting Person (see instructions)
IN | |||||
| (1) | This 13D/A is filed by the MPM Entities and the Listed Persons. |
| (2) | Consists of (i) an aggregate of 2,459,804 shares of Common Stock held by BV III QP, BV III, BV III PF, BV III KG and AM LLC; and (ii) an aggregate of 99,970 shares of Common Stock underlying warrants held by BV III QP, BV III, BV III PF, BV III KG and AM LLC that are exercisable within 60 days of the date of this filing. |
| (3) | This percentage was calculated based upon 43,082,740 shares of outstanding Common Stock as of August 1, 2016, as reported in the Issuers Quarterly Report on Form 10-Q for the quarter ended June 30, 2016, filed with the Securities and Exchange Commission on August 4, 2016. |
13D/A
| CUSIP No. 750469 207 |
| 1. | Name of Reporting Persons(1)
Kurt Wheeler | |||||
| 2. | Check the Appropriate Box if a Member of a Group (see instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Source of Funds (see instructions)
OO | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) ☐
| |||||
| 6. | Citizenship or Place of Organization
United States | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With
| 7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
2,559,774 (2) | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
2,559,774 (2) | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
2,559,774 (2) | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) ☐
| |||||
| 13. | Percent of Class Represented by Amount in Row 11
5.9% (3) | |||||
| 14. | Type of Reporting Person (see instructions)
IN | |||||
| (1) | This 13D/A is filed by the MPM Entities and the Listed Persons. |
| (2) | Consists of (i) an aggregate of 2,459,804 shares of Common Stock held by BV III QP, BV III, BV III PF, BV III KG and AM LLC; and (ii) an aggregate of 99,970 shares of Common Stock underlying warrants held by BV III QP, BV III, BV III PF, BV III KG and AM LLC that are exercisable within 60 days of the date of this filing. |
| (3) | This percentage was calculated based upon 43,082,740 shares of outstanding Common Stock as of August 1, 2016, as reported in the Issuers Quarterly Report on Form 10-Q for the quarter ended June 30, 2016, filed with the Securities and Exchange Commission on August 4, 2016. |
13D/A
| CUSIP No. 750469 207 |
| 1. | Name of Reporting Persons(1)
Nicholas Simon III | |||||
| 2. | Check the Appropriate Box if a Member of a Group (see instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Source of Funds (see instructions)
OO | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) ☐
| |||||
| 6. | Citizenship or Place of Organization
United States | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With
| 7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
2,559,774 (2) | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
2,559,774 (2) | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
2,559,774 (2) | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) ☐
| |||||
| 13. | Percent of Class Represented by Amount in Row 11
5.9% (3) | |||||
| 14. | Type of Reporting Person (see instructions)
IN | |||||
| (1) | This 13D/A is filed by the MPM Entities and the Listed Persons. |
| (2) | Consists of (i) an aggregate of 2,459,804 shares of Common Stock held by BV III QP, BV III, BV III PF, BV III KG and AM LLC; and (ii) an aggregate of 99,970 shares of Common Stock underlying warrants held by BV III QP, BV III, BV III PF, BV III KG and AM LLC that are exercisable within 60 days of the date of this filing. |
| (3) | This percentage was calculated based upon 43,082,740 shares of outstanding Common Stock as of August 1, 2016, as reported in the Issuers Quarterly Report on Form 10-Q for the quarter ended June 30, 2016, filed with the Securities and Exchange Commission on August 4, 2016. |
13D/A
| CUSIP No. 750469 207 |
| 1. | Name of Reporting Persons(1)
Dennis Henner | |||||
| 2. | Check the Appropriate Box if a Member of a Group (see instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Source of Funds (see instructions)
OO | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) ☐
| |||||
| 6. | Citizenship or Place of Organization
United States | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With
| 7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
2,559,774 (2) | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
2,559,774 (2) | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
2,559,774 (2) | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) ☐
| |||||
| 13. | Percent of Class Represented by Amount in Row 11
5.9% (3) | |||||
| 14. | Type of Reporting Person (see instructions)
IN | |||||
| (1) | This 13D/A is filed by the MPM Entities and the Listed Persons. |
| (2) | Consists of (i) an aggregate of 2,459,804 shares of Common Stock held by BV III QP, BV III, BV III PF, BV III KG and AM LLC; and (ii) an aggregate of 99,970 shares of Common Stock underlying warrants held by BV III QP, BV III, BV III PF, BV III KG and AM LLC that are exercisable within 60 days of the date of this filing. |
| (3) | This percentage was calculated based upon 43,082,740 shares of outstanding Common Stock as of August 1, 2016, as reported in the Issuers Quarterly Report on Form 10-Q for the quarter ended June 30, 2016, filed with the Securities and Exchange Commission on August 4, 2016. |
13D/A
| CUSIP No. 750469 207 |
| 1. | Name of Reporting Persons(1)
Todd Foley | |||||
| 2. | Check the Appropriate Box if a Member of a Group (see instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Source of Funds (see instructions)
OO | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) ☐
| |||||
| 6. | Citizenship or Place of Organization
United States | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With
| 7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
1,506,248 (2) | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
1,506,248 (2) | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
1,506,248 (2) | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) ☐
| |||||
| 13. | Percent of Class Represented by Amount in Row 11
3.5% (3) | |||||
| 14. | Type of Reporting Person (see instructions)
IN | |||||
| (1) | This 13D/A is filed by the MPM Entities and the Listed Persons. |
| (2) | Consists of (i) 1,427,698 shares of Common Stock held by MPM NVS; and (ii) 78,550 shares of Common Stock underlying warrants held by MPM NVS that are exercisable within 60 days of the date of this filing. |
| (3) | This percentage was calculated based upon 43,082,740 shares of outstanding Common Stock as of August 1, 2016, as reported in the Issuers Quarterly Report on Form 10-Q for the quarter ended June 30, 2016, filed with the Securities and Exchange Commission on August 4, 2016. |
13D/A
| CUSIP No. 750469 207 |
| 1. | Name of Reporting Persons(1)
Vaughn M. Kailian | |||||
| 2. | Check the Appropriate Box if a Member of a Group (see instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Source of Funds (see instructions)
OO | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) ☐
| |||||
| 6. | Citizenship or Place of Organization
United States | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With
| 7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
1,506,248 (2) | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
1,506,248 (2) | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
1,506,248 (2) | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) ☐
| |||||
| 13. | Percent of Class Represented by Amount in Row 11
3.5% (3) | |||||
| 14. | Type of Reporting Person (see instructions)
IN | |||||
| (1) | This 13D/A is filed by the MPM Entities and the Listed Persons. |
| (2) | Consists of (i) 1,427,698 shares of Common Stock held by MPM NVS; and (ii) 78,550 shares of Common Stock underlying warrants held by MPM NVS that are exercisable within 60 days of the date of this filing. |
| (3) | This percentage was calculated based upon 43,082,740 shares of outstanding Common Stock as of August 1, 2016, as reported in the Issuers Quarterly Report on Form 10-Q for the quarter ended June 30, 2016, filed with the Securities and Exchange Commission on August 4, 2016. |
13D/A
| CUSIP No. 750469 207 |
| 1. | Name of Reporting Persons(1)
James Paul Scopa | |||||
| 2. | Check the Appropriate Box if a Member of a Group (see instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Source of Funds (see instructions)
OO | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) ☐
| |||||
| 6. | Citizenship or Place of Organization
United States | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With
| 7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
1,506,248 (2) | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
1,506,248 (2) | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
1,506,248 (2) | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) ☐
| |||||
| 13. | Percent of Class Represented by Amount in Row 11
3.5% (3) | |||||
| 14. | Type of Reporting Person (see instructions)
IN | |||||
| (1) | This 13D/A is filed by the MPM Entities and the Listed Persons. |
| (2) | Consists of (i) 1,427,698 shares of Common Stock held by MPM NVS; and (ii) 78,550 shares of Common Stock underlying warrants held by MPM NVS that are exercisable within 60 days of the date of this filing. |
| (3) | This percentage was calculated based upon 43,082,740 shares of outstanding Common Stock as of August 1, 2016, as reported in the Issuers Quarterly Report on Form 10-Q for the quarter ended June 30, 2016, filed with the Securities and Exchange Commission on August 4, 2016. |
Explanatory Note:
This Amendment No. 3 to Schedule 13D (the 13D/A) amends and supplements the Schedule 13D previously filed by the undersigned with the Securities and Exchange Commission on May 27, 2011 and amended by Amendment No. 1 filed December 27, 2011 and Amendment No. 2 filed May 7, 2013 (as amended, the Original Schedule 13D). This 13D/A is being filed to report the distribution in kind of shares of Common Stock of Radius Health, Inc., a Delaware corporation (the Issuer) by certain of the Reporting Persons.
All capitalized terms not otherwise defined herein shall have the meaning ascribed to the terms in the Original Schedule 13D. The Original Schedule 13D is hereby amended and supplemented as follows and, except as expressly amended below, the Original Schedule 13D remains in full force and effect.
| Item 2. | Identity and Background |
Item 2. Identity and Background of the Original Schedule 13D is hereby amended and restated in its entirety as follows:
(a) The persons and entities filing this statement are MPM BioVentures III-QP, L.P. (BV III QP), MPM BioVentures III, L.P. (BV III), MPM BioVentures III Parallel Fund, L.P. (BV III PF), MPM BioVentures III GmbH & Co. Beteiligungs KG (BV III KG), MPM Asset Management Investors 2003 BVIII LLC (AM LLC), MPM Bio IV NVS Strategic Fund, L.P. (MPM NVS), MPM BioVentures III GP, L.P. (BV III GP), MPM BioVentures III LLC (BV III LLC), MPM BioVentures IV GP LLC (MPM IV GP) and MPM BioVentures IV LLC (MPM IV LLC and, collectively with BV III QP, BV III, BV III PF, BV III KG, AM LLC, MPM NVS, BV III GP and MPM IV GP, the MPM Entities) and Luke Evnin, Ansbert Gadicke, Nicholas Galakatos, Kurt Wheeler, Nicholas Simon III, Dennis Henner, Todd Foley, Vaughn M. Kailian and James Paul Scopa (collectively, the Listed Persons and together with the MPM Entities, the Reporting Persons or the Filing Persons).
(b) The address of the principal place of business for each of the MPM Entities and Ansbert Gadicke, Luke Evnin, Nicholas Galakatos, Kurt Wheeler, Nicholas Simon III, Dennis Henner, Vaughn M. Kailian and Todd Foley is 450 Kendall Street, Cambridge, MA 02142 and the address of the principal place of business for James Paul Scopa is 601 Gateway Blvd., Suite 350, S. San Francisco, CA 94080.
(c) The principal business of each of the MPM Entities is the venture capital investment business. Each of the Listed Persons is a general partner of various venture capital investment funds.
(d) During the last five years, none of the Filing Persons, to the knowledge of the MPM Entities, has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, none of the Filing Persons, to the knowledge of the MPM Entities, has 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 the Listed Persons is a United States citizen and each of the MPM Entities is a Delaware limited partnership or limited liability company, except BV III KG, which was organized in Germany and MPM NVS, which was organized in Bermuda.
In accordance with the provisions of General Instruction C to Schedule 13D, information concerning the managers and each other person controlling the general partners of the MPM Entities required by Item 2 of Schedule 13D is listed on Schedule 1 hereto and is incorporated by reference herein.
| Item 4. | Purpose of Transaction |
Item 4. Purpose of Transaction of the Original Schedule 13D is hereby amended by adding the following at the end thereof:
Effective September 27, 2016, the reporting persons distributed an aggregate of 1,943,751 shares of the Issuers Common Stock to their respective limited partners and members on a pro rata basis for no additional consideration, as follows:
| Reporting Person | Shares of Common Stock Distributed | |||
| BV III QP | 1,023,819 | |||
| BV III | 68,835 | |||
| BV III PF | 30,911 | |||
| BV III KG | 86,522 | |||
| AM LLC | 19,815 | |||
| MPM NVS | 713,849 | |||
| Item 5. | Interest in Securities of the Issuer |
Item 5. Interest in Securities of the Issuer is hereby amended and restated in its entirety as follows:
(a)-(b) The following information with respect to the beneficial ownership of the Common Stock by the persons filing this 13D/A is provided as of the date of this filing:
| Reporting Person | Shares of Common Stock | Shares Issuable Upon Exercise of Warrants or Options to Purchase Common Stock | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Beneficial Ownership | Percentage of Class (1) | ||||||||||||||||||||||||
| BV III QP(2) | 2,047,635 | 83,222 | 2,103,857 | 0 | 2,103,857 | 0 | 2,103,857 | 4.9 | % | |||||||||||||||||||||||
| BV III(3) | 137,671 | 5,595 | 143,266 | 0 | 143,266 | 0 | 143,266 | 0.3 | % | |||||||||||||||||||||||
| BV III PF(4) | 61,823 | 2,512 | 64,335 | 0 | 64,335 | 0 | 64,335 | 0.1 | % | |||||||||||||||||||||||
| BV III KG(5) | 173,045 | 7,032 | 180,077 | 0 | 180,077 | 0 | 180,077 | 0.4 | % | |||||||||||||||||||||||
| AM LLC(6) | 39,630 | 1,609 | 41,239 | 0 | 41,239 | 0 | 41,239 | 0.1 | % | |||||||||||||||||||||||
| MPM NVS(7) | 1,427,698 | 78,550 | 1,506,248 | 0 | 1,506,248 | 0 | 1,506,248 | 3.5 | % | |||||||||||||||||||||||
| BV III GP(8) | 2,420,174 | 98,361 | 0 | 2,518,535 | 0 | 2,518,535 | 2,518,535 | 5.8 | % | |||||||||||||||||||||||
| BV III LLC(8) | 2,420,174 | 98,361 | 0 | 2,518,535 | 0 | 2,518,535 | 2,518,535 | 5.8 | % | |||||||||||||||||||||||
| BV IV GP(9) | 1,427,698 | 78,550 | 0 | 1,506,248 | 0 | 1,506,248 | 1,506,248 | 3.5 | % | |||||||||||||||||||||||
| BV IV LLC(9) | 1,427,698 | 78,550 | 0 | 1,506,248 | 0 | 1,506,248 | 1,506,248 | 3.5 | % | |||||||||||||||||||||||
| Luke Evnin(10)(11) | 3,887,502 | 178,520 | 0 | 4,066,022 | 0 | 4,066,022 | 4,066,022 | 9.4 | % | |||||||||||||||||||||||
| Ansbert Gadicke(10)(11)(12) | 3,887,502 | 223,520 | 45,000 | 4,066,022 | 45,000 | 4,066,022 | 4,111,022 | 9.5 | % | |||||||||||||||||||||||
| Nicholas Galakatos(10) | 2,459,804 | 99,970 | 0 | 2,559,774 | 0 | 2,559,774 | 2,559,774 | 5.9 | % | |||||||||||||||||||||||
| Kurt Wheeler(10) | 2,459,804 | 99,970 | 0 | 2,559,774 | 0 | 2,559,774 | 2,559,774 | 5.9 | % | |||||||||||||||||||||||
| Nicholas Simon III(10) | 2,459,804 | 99,970 | 0 | 2,559,774 | 0 | 2,559,774 | 2,559,774 | 5.9 | % | |||||||||||||||||||||||
| Dennis Henner(10) | 2,459,804 | 99,970 | 0 | 2,559,774 | 0 | 2,559,774 | 2,559,774 | 5.9 | % | |||||||||||||||||||||||
| Todd Foley(11) | 1,427,698 | 78,550 | 0 | 1,506,248 | 0 | 1,506,248 | 1,506,248 | 3.5 | % | |||||||||||||||||||||||
| Vaughn M. Kailian(11) | 1,427,698 | 78,550 | 0 | 1,506,248 | 0 | 1,506,248 | 1,506,248 | 3.5 | % | |||||||||||||||||||||||
| James Paul Scopa(11) | 1,427,698 | 78,550 | 0 | 1,506,248 | 0 | 1,506,248 | 1,506,248 | 3.5 | % | |||||||||||||||||||||||
| (1) | These percentages were calculated based upon 43,082,740 shares of outstanding Common Stock as of August 1, 2016, as reported in the Issuers Quarterly Report on Form 10-Q for the quarter ended June 30, 2016, filed with the Securities and Exchange Commission on August 4, 2016. |
| (2) | Consists of (i) 2,047,635 shares of Common Stock held by the Reporting Person; and (ii) 83,222 shares of Common Stock underlying warrants held by the Reporting Person that are exercisable within 60 days of the date of this filing. |
| (3) | Consists of (i) 137,671 shares of Common Stock held by the Reporting Person; and (ii) 5,595 shares of Common Stock underlying warrants held by the Reporting Person that are exercisable within 60 days of the date of this filing. |
| (4) | Consists of (i) 61,823 shares of Common Stock held by the Reporting Person; and (ii) 2,512 shares of Common Stock underlying warrants held by the Reporting Person that are exercisable within 60 days of the date of this filing. |
| (5) | Consists of (i) 173,045 shares of Common Stock held by the Reporting Person; and (ii) 7,032 shares of Common Stock underlying warrants held by the Reporting Person that are exercisable within 60 days of the date of this filing. |
| (6) | Consists of (i) 39,630 shares of Common Stock held by the Reporting Person; and (ii) 1,609 shares of Common Stock underlying warrants held by the Reporting Person that are exercisable within 60 days of the date of this filing. |
| (7) | Consists of (i) 1,427,698 shares of Common Stock held by the Reporting Person; and (ii) 78,550 shares of Common Stock underlying warrants held by the Reporting Person that are exercisable within 60 days of the date of this filing. |
| (8) | BV III GP and BV III LLC are the direct and indirect general partners of BV III QP, BV III, BV III PF and BV III KG. See footnotes (2) through (5) for the securities with respect to which these Reporting Persons share voting and dispositive power. |
| (9) | BV IV GP and BV IV LLC are the direct and indirect general partners of MPM NVS. See footnote (7) for the securities with respect to which these Reporting Persons share voting and dispositive power. |
| (10) | These Reporting Persons are Series A Members of BV III LLC and managers of AM LLC. See footnotes (2) through (6) for the securities with respect to which these Reporting Persons share voting and dispositive power. |
| (11) | These Reporting Persons are members of BV IV LLC. See footnote (7) for the securities with respect to which these Reporting Persons share voting and dispositive power. |
| (12) | Includes 45,000 shares of Common Stock underlying stock options that are exercisable within 60 days of the date of this filing. |
(c) Except as set forth in Item 4 above, none of the Reporting Persons nor Listed Persons has effected any transactions in the Common Stock during the past 60 days.
(d) No other person is known by the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, Common Stock beneficially owned by the Reporting Persons.
(e) Not applicable.
SIGNATURES
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: October 3, 2016
| MPM BIOVENTURES III, L.P. | MPM BIOVENTURES III-QP, L.P. | |||||||
| By: | MPM BioVentures III GP, L.P., its General Partner | By: | MPM BioVentures III GP, L.P., its General Partner | |||||
| By: | MPM BioVentures III LLC, its General Partner | By: | MPM BioVentures III LLC, its General Partner | |||||
| By: | /s/ Luke Evnin Name: Luke Evnin Title: Series A Member | By: | /s/ Luke Evnin Name: Luke Evnin Title: Series A Member | |||||
| MPM BIOVENTURES III PARALLEL FUND, L.P. | MPM BIOVENTURES III GMBH & CO. BETEILIGUNGS KG | |||||||
| By: | MPM BioVentures III GP, L.P., its General Partner | By: | MPM BioVentures III GP, L.P., in its capacity as the Managing Limited Partner | |||||
| By: | MPM BioVentures III LLC, its General Partner | By: | MPM BioVentures III LLC, its General Partner | |||||
| By: | /s/ Luke Evnin Name: Luke Evnin Title: Series A Member | By: | /s/ Luke Evnin Name: Luke Evnin Title: Series A Member | |||||
| MPM ASSET MANAGEMENT INVESTORS 2003 BVIII LLC | MPM BIOVENTURES III GP, L.P. | |||||||
| By: | /s/ Luke Evnin Name: Luke Evnin Title: Manager | By: | MPM BioVentures III LLC, its General Partner | |||||
| MPM BIOVENTURES III LLC | ||||||||
| By: | /s/ Luke Evnin Name: Luke Evnin Title: Series A Member | By: | /s/ Luke Evnin Name: Luke Evnin Title: Series A Member | |||||
| MPM BIO IV NVS STRATEGIC FUND, L.P. | MPM BIOVENTURES IV GP LLC | |||||||
| By: | MPM BIOVENTURES IV GP LLC, its General Partner | By: | MPM BIOVENTURES IV LLC, its Managing Member | |||||
| By: | MPM BIOVENTURES IV LLC, its Managing Member | |||||||
| By: | /s/ Luke Evnin Name: Luke Evnin Title: Member | By: | /s/ Luke Evnin Name: Luke Evnin Title: Member | |||||
SCHEDULE I
General Partners/Members:
Luke Evnin
c/o MPM Asset Management
450 Kendall Street
Cambridge, MA 02142
Principal Occupation: Series A member of the general partner of the general partner of MPM BioVentures III-QP, L.P., MPM BioVentures III, L.P., MPM BioVentures III Parallel Fund, L.P. and MPM BioVentures III GmbH & Co. Beteiligungs KG, manager of MPM Asset Management Investors 2003 BVIII LLC and a member of the managing member of the general partner of MPM Bio IV NVS Strategic Fund
Citizenship: USA
Ansbert Gadicke
c/o MPM Asset Management
450 Kendall Street
Cambridge, MA 02142
Principal Occupation: Series A member of the general partner of the general partner of MPM BioVentures III-QP, L.P., MPM BioVentures III, L.P., MPM BioVentures III Parallel Fund, L.P. and MPM BioVentures III GmbH & Co. Beteiligungs KG, manager of MPM Asset Management Investors 2003 BVIII LLC and a member of the managing member of the general partner of MPM Bio IV NVS Strategic Fund
Citizenship: USA
Nicholas Galakatos
c/o MPM Asset Management
450 Kendall Street
Cambridge, MA 02142
Principal Occupation: Series A member of the general partner of the general partner of MPM BioVentures III-QP, L.P., MPM BioVentures III, L.P., MPM BioVentures III Parallel Fund, L.P. and MPM BioVentures III GmbH & Co. Beteiligungs KG and manager of MPM Asset Management Investors 2003 BVIII LLC
Citizenship: USA
Kurt Wheeler
c/o MPM Asset Management
450 Kendall Street
Cambridge, MA 02142
Principal Occupation: Series A member of the general partner of the general partner of MPM BioVentures III-QP, L.P., MPM BioVentures III, L.P., MPM BioVentures III Parallel Fund, L.P. and MPM BioVentures III GmbH & Co. Beteiligungs KG and manager of MPM Asset Management Investors 2003 BVIII LLC
Citizenship: USA
Nicholas Simon III
c/o MPM Asset Management
450 Kendall Street
Cambridge, MA 02142
Principal Occupation: Series A member of the general partner of the general partner of MPM BioVentures III-QP, L.P., MPM BioVentures III, L.P., MPM BioVentures III Parallel Fund, L.P. and MPM BioVentures III GmbH & Co. Beteiligungs KG and manager of MPM Asset Management Investors 2003 BVIII LLC
Citizenship: USA
Dennis Henner
c/o MPM Asset Management
450 Kendall Street
Cambridge, MA 02142
Principal Occupation: Series A member of the general partner of the general partner of MPM BioVentures III-QP, L.P., MPM BioVentures III, L.P., MPM BioVentures III Parallel Fund, L.P. and MPM BioVentures III GmbH & Co. Beteiligungs KG and manager of MPM Asset Management Investors 2003 BVIII LLC
Citizenship: USA
James Paul Scopa
c/o MPM Asset Management
601 Gateway Blvd. Suite 350
S. San Francisco, CA 94080
Principal Occupation: Member of the managing member of the general partner of MPM Bio IV NVS Strategic Fund
Citizenship: USA
Todd Foley
c/o MPM Asset Management
450 Kendall Street
Cambridge, MA 02142
Principal Occupation: Member of the managing member of the general partner of MPM Bio IV NVS Strategic Fund
Citizenship: USA
Vaughn M. Kailian
c/o MPM Asset Management
450 Kendall Street
Cambridge, MA 02142
Principal Occupation: Member of the managing member of the general partner of MPM Bio IV NVS Strategic Fund
Citizenship: USA