Sean Murphy - Aug 15, 2022 Form 4 Insider Report for Radius Health, Inc. (RDUS)

Role: Director
Signature: /s/ G. Kelly Martin, as attorney-in-fact
Stock symbol: RDUS
Transactions as of: Aug 15, 2022
Transactions value $: -$91,000
Form type: 4
Date filed: 8/15/2022, 04:14 PM
Previous filing: Jan 25, 2022
Next filing: Aug 14, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	RDUS	Common Stock	Disposition pursuant to a tender of shares in a change of control transaction	-$55K	-5.5K	-100%	$10.00	0	Aug 15, 2022	Direct	F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	RDUS	Stock Option (Right to Buy)	Disposed to Issuer	-$36K	-10K	-100%	$3.60	0	Aug 15, 2022	Common Stock	10K	$6.40	Direct	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Sean Murphy is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	Pursuant to the terms of the Merger Agreement and the Tender Offer Statement on Schedule TO filed by Ginger Merger Sub, Inc., these Shares were tendered and disposed of at the Acceptance Time in exchange for the right to receive the consideration per Share of (i) $10.00, payable to the holder thereof of cash, without interest but subject to reduction for any applicable withholding Taxes payable in respect thereof, and (ii) one CVR per share.
F2	Pursuant to the Merger Agreement, at the Effective Time, these options automatically vested and were cancelled, by virtue of the Merger and without any action on the part of the Reporting Person, and the Reporting Person was entitled to receive (without interest) (A) an amount in cash (less applicable Tax withholdings) equal to the product of (x) the total number of Shares subject to such option immediately prior to the effective time multiplied by (y) the excess, if any, of the Cash Consideration over the applicable exercise price per Share under such option, and (B) one CVR for each Share subject thereto.

Content

Pursuant to the terms of the Merger Agreement and the Tender Offer Statement on Schedule TO filed by Ginger Merger Sub, Inc., these Shares were tendered and disposed of at the Acceptance Time in exchange for the right to receive the consideration per Share of (i) $10.00, payable to the holder thereof of cash, without interest but subject to reduction for any applicable withholding Taxes payable in respect thereof, and (ii) one CVR per share.

Pursuant to the Merger Agreement, at the Effective Time, these options automatically vested and were cancelled, by virtue of the Merger and without any action on the part of the Reporting Person, and the Reporting Person was entitled to receive (without interest) (A) an amount in cash (less applicable Tax withholdings) equal to the product of (x) the total number of Shares subject to such option immediately prior to the effective time multiplied by (y) the excess, if any, of the Cash Consideration over the applicable exercise price per Share under such option, and (B) one CVR for each Share subject thereto.

Remarks:

Capitalized terms used herein without definition have the meanings ascribed to them in the Agreement and Plan of Merger, dated as of June 23, 2022, by and among Ginger Acquisition, Inc., Ginger Merger Sub, Inc. and Radius Health, Inc. (the "Merger Agreement").