Ownership Submission
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 OF SECURITIES

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
EVNIN LUKE
  2. Issuer Name and Ticker or Trading Symbol
Radius Health, Inc. [RDUS]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
C/O MPM ASSET MANAGEMENT, 200 CLARENDON STREET, 54TH FLOOR
3. Date of Earliest Transaction (Month/Day/Year)
06/06/2014
(Street)

BOSTON, MA 02116
4. If Amendment, Date Original Filed(Month/Day/Year)
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 (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 06/06/2014   C   1,843,682 (1) A (2) 1,843,682 I See footnote (3)
Common Stock 06/06/2014   C   1,929,344 (4) A (2) 3,773,026 I See footnote (5)
Common Stock 06/06/2014   C   255,881 (6) A (2) 4,028,907 I See footnote (7)
Common Stock 06/06/2014   C   714,095 (8) A (9) 4,743,002 I See footnote (10)
Common Stock 06/06/2014   J(11)   1,088,251 (11) A (11) 5,831,253 I See footnote (12)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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
(Month/Day/Year)
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
Series A-1 Convertible Preferred Stock (2) 06/06/2014   C     384,261 (1)   (2)   (2) Common Stock 1,843,682 $ 0 0 I See footnote (1)
Series A-2 Convertible Preferred Stock (2) 06/06/2014   C     402,115 (4)   (2)   (2) Common Stock 1,929,344 $ 0 0 I See footnote (4)
Series A-3 Convertible Preferred Stock (2) 06/06/2014   C     53,331 (6)   (2)   (2) Common Stock 255,881 $ 0 0 I See footnote (6)
Series B Convertible Preferred Stock (9) 06/06/2014   C     162,813 (8)   (9)   (9) Common Stock 714,095 $ 0 0 I See footnote (8)

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
EVNIN LUKE
C/O MPM ASSET MANAGEMENT
200 CLARENDON STREET, 54TH FLOOR
BOSTON, MA 02116
    X    

Signatures

 /s/ Luke Evnin   06/10/2014
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) The shares were converted into Common Stock as folllows: 1,077,285 by MPM BioVentures III-QP, L.P. ("BV III QP"), 72,430 by MPM BioVentures III, L.P. ("BV III"), 20,852 by MPM Asset Management Investors 2003 BVIII LLC ("AM 2003"), 32,525 by MPM BioVentures III Parallel Fund, L.P. ("BV Parallel"), 91,042 by MPM BioVentures III GmbH & Co. Beteiligungs KG ("BV KG") and 549,548 shares by MPM Bio IV NVS Strategic Fund, L.P. ("MPM NVS"). MPM BioVentures III GP, L.P. ("MPM III GP") and MPM BioVentures III LLC ("MPM III LLC") are the direct and indirect GPs of BV III QP, BV III and BV Parallel and BV KG. The reporting person is a member of MPM III LLC and AM 2003. MPM BioVentures IV GP LLC ("BV IV GP LLC") and MPM BioVentures IV LLC ("BV IV LLC") are the direct and indirect GPs of MPM NVS. The reporting person is a member of MPM NVS. The reporting person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein.
(2) The Series A-1 Convertible Preferred Stock, Series A-2 Convertible Preferred Stock and Series A-3 Convertible Preferred Stock automatically converted into the Issuer's Common Stock on a 4.798-for-1 basis upon the listing of the Issuer's Common Stock on a national securities exchange and had no expiration date.
(3) The shares are held as follows: 1,077,285 by BV III QP, 72,430 by BV III, 20,852 by AM 2003, 32,525 by BV Parallel, 91,042 by BV KG and 549,548 by MPM NVS. The reporting person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein.
(4) The shares were converted into shares of Common Stock as follows: 870,184 by BV III QP, 58,506 by BV III, 16,845 by AM 2003, 26,278 by BV Parallel, 73,538 by BV KG and 883,993 by MPM NVS. The reporting person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein.
(5) The shares are held as follows: 1,947,469 by BV III QP, 130,936 by BV III, 37,697 by AM 2003, 58,803 by BV Parallel, 164,580 by BV KG and 1,433,541 by MPM NVS. The reporting person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein.
(6) The shares were converted into shares of Common Stock as follows: 213,007 by BV III QP, 14,322 by BV III, 4,121 by AM 2003, 6,429 by BV Parallel and 18,002 by BV KG. The reporting person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein.
(7) The shares are held as follows: 2,160,476 by BV III QP, 145,258 by BV III, 41,818 by AM 2003, 65,232 by BV Parallel, 182,582 by BV KG and 1,433,541 by MPM NVS. The reporting person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein.
(8) The shares were converted into shares of Common Stock as follows: 332,893 by BV III QP, 22,381 by BV III, 6,438 by AM 2003, 10,048 by BV Parallel, 28,131 by BV KG and 314,204 by MPM NVS. The reporting person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein.
(9) The Series B Convertible Preferred Stock automatically converted into the Issuer's Common Stock on a 4.386-for-1 basis upon the listing of the Issuer's Common Stock on a national securities exchange and had no expiration date.
(10) The shares are held as follows: 2,493,369 by BV III QP, 167,639 by BV III, 48,256 by AM 2003, 75,280 by BV Parallel, 210,713 by BV KG and 1,747,745 by MPM NVS. The reporting person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein.
(11) In connection with the listing of the Issuer's Common Stock on a national securities exchange, the Issuer issued shares of its Common Stock to its Series A-1, Series A-2, Series A-3 and Series B convertible preferred stock in satisfaction of accumulated and unpaid dividends as follows: 578,085 to BV III QP, 38,867 to BV III, 11,189 to AM 2003, 17,454 to BV Parallel, 48,854 to BV KG and 393,802 to MPM NVS.
(12) The shares are held as follows: 3,071,454 by BV III QP, 206,506 by BV III, 59,445 by AM 2003, 92,734 by BV Parallel, 259,567 by BV KG and 2,141,547 by MPM NVS . The reporting person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein.

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