Willard H. Dere - 15 Aug 2022 Form 4 Insider Report for Radius Health, Inc.

Role
Director
Signature
/s/ G. Kelly Martin, as attorney-in-fact
Issuer symbol
N/A
Transactions as of
15 Aug 2022
Net transactions value
-$267,950
Form type
4
Filing time
15 Aug 2022, 16:16:39 UTC
Previous filing
06 Jul 2022
Next filing
05 Apr 2023
SEC
View on sec.gov

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 $213,000 -21,300 -92% $10.00 1,895 15 Aug 2022 Direct F1
transaction RDUS Common Stock Disposed to Issuer $18,950 -1,895 -100% $10.00 0 15 Aug 2022 Direct F2

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 $36,000 -10,000 -100% $3.60 0 15 Aug 2022 Common Stock 10,000 $6.40 Direct F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Willard H. Dere 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, as of the Effective Time, these shares were converted into 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.
F3 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").