SEC Form SC 13D/A filed by Radius Health Inc. (Amendment)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 5)¹

Radius Health, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

750469207

(CUSIP Number)

Ryan Nebel

Olshan Frome Wolosky LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

August 15, 2022

(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.

1              The remainder of this cover page shall be filled out for a reporting person’s 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).

The following constitutes Amendment No. 5 to the Schedule 13D filed by the undersigned (“Amendment No. 5”). This Amendment No. 5 amends the Schedule 13D as specifically set forth herein.

Item 4 is hereby amended to add the following:

As previously disclosed, on June 23, 2022, the Issuer entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Ginger Acquisition Inc. (“Ginger”) and Ginger Merger Sub, Inc., a wholly owned subsidiary of Ginger (“Merger Sub”), providing for the merger of Merger Sub with and into the Issuer (the “Merger”), with the Issuer surviving the Merger as a wholly owned subsidiary of Ginger. On August 15, 2022, following the consummation of a tender offer made pursuant to the terms and conditions of the Merger Agreement, Merger Sub was merged with and into the Issuer, with the Issuer surviving as a wholly owned subsidiary of Ginger. At the effective time of the Merger (the “Effective Time”), each Share of the Issuer owned by the Reporting Persons immediately prior to the Effective Time was canceled and automatically converted into the right to receive $10 in cash, without interest and less applicable tax withholdings, plus the right to receive a contingent payment of $1 in cash, without interest, upon, among other things, the achievement of certain conditions specified in an ancillary contingent value rights agreement (the “Contingent Value Rights Agreement”) entered into between Ginger and Computershare Trust Company, N.A. Accordingly, as a result of the Merger, the Reporting Persons no longer beneficially own any Shares of the Issuer.

Items 5(a) – (c) and (e) are hereby amended and restated to read as follows:

(a), (b) Effective August 15, 2022, as a result of the Merger, each Share owned by the Reporting Persons was converted into the right to receive $10 in cash, without interest and less applicable tax withholdings, plus the right to receive a contingent $1 payment in cash, without interest, pursuant to the terms of the Merger Agreement and Contingent Value Rights Agreement. Accordingly, the Reporting Persons no longer beneficially own any Shares of the Issuer.

(c) The transactions in the Shares by the Reporting Persons since the filing of Amendment No. 4 to the Schedule 13D are set forth on Schedule A annexed hereto and incorporated herein by reference. All of such transactions were effected in the open market unless otherwise noted therein.

(e) As of the Effective Time, the Reporting Persons ceased to be the beneficial owners of more than 5% of the Shares of the Issuer.

SIGNATURES

After reasonable inquiry and to the best of his or her knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: August 26, 2022

SCHEDULE A

Transactions in Securities of the Issuer Since the Filing of Amendment No. 4 to the Schedule 13D

VELAN CAPITAL PARTNERS LP

REPERTOIRE MASTER FUND LP

¹ Represents an assignment of Shares pursuant to the exercise of certain call options.

² Disposition in connection with the closing of the Merger.