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

Reporting relationship: Director
Issuer ticker: N/A
Reported as of: 15 Aug 2022
Net transaction value: -$267,950
SEC form: 4
Accepted by SEC: 15 Aug 2022, 16:16:39 UTC
Prior SEC filing: 06 Jul 2022
Next SEC filing: 05 Apr 2023
Source filing: View source filing
Reporting owner signature: /s/ G. Kelly Martin, as attorney-in-fact

Key filing fact

Willard H. Dere filed Form 4 for Radius Health, Inc. on 15 Aug 2022.

Key facts

This page summarizes Willard H. Dere's Form 4 filing for Radius Health, Inc..
3 reported transactions and 1 derivative row are listed below.
Accepted by SEC: 15 Aug 2022, 16:16.

Change

Previous filing in this sequence was filed on 06 Jul 2022.
Current net transaction value: -$267,950.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

RDUS transaction

Common Stock

Disposition pursuant to a tender of shares in a change of control transaction

Transaction value: $213,000
Shares: -21,300
Change %: -92%
Price: $10.00
Shares after: 1,895
Date: 15 Aug 2022
Ownership: Direct
Footnotes: F1

RDUS transaction

Common Stock

Disposed to Issuer

Transaction value: $18,950
Shares: -1,895
Change %: -100%
Price: $10.00
Shares after: 0
Date: 15 Aug 2022
Ownership: Direct
Footnotes: F2

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

RDUS transaction Derivative

Stock Option (Right to Buy)

Disposed to Issuer

Transaction value: $36,000
Shares: -10,000
Change %: -100%
Price: $3.60
Shares after: 0
Date: 15 Aug 2022
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 10,000
Exercise price: $6.40
Footnotes: F3

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

Willard H. Dere is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 3 footnotes

Footnote 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.

Footnote 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.

Footnote 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.

SEC 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").