SEC FORM D

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM D

Notice of Exempt Offering of Securities

OMB APPROVAL
OMB Number: 3235-0076
Estimated average burden
hours per response: 4.00

1. Issuer's Identity

CIK (Filer ID Number) Previous Names
   None
Entity Type
0001428522
MPM ACQUISITION CORP
MPM ACQUISITION CORP.
X Corporation
   Limited Partnership
   Limited Liability Company
   General Partnership
   Business Trust
   Other (Specify)

Name of Issuer
Radius Health, Inc.
Jurisdiction of Incorporation/Organization
DELAWARE
Year of Incorporation/Organization
   Over Five Years Ago
X Within Last Five Years (Specify Year) 2008
   Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Radius Health, Inc.
Street Address 1 Street Address 2
ATTN: CHIEF FINANCIAL OFFICER 201 BROADWAY, 6TH FLOOR
City State/Province/Country ZIP/PostalCode Phone Number of Issuer
CAMBRIDGE MASSACHUSETTS 02139 617 425 9225

3. Related Persons

Last Name First Name Middle Name
Lyttle C. Richard
Street Address 1 Street Address 2
201 Broadway 6th Floor
City State/Province/Country ZIP/PostalCode
Cambridge MASSACHUSETTS 02139
Relationship: X Executive Officer X Director X Promoter

Clarification of Response (if Necessary):

Dr. Lyttle is the President, Chief Executive Office and a Director of the Issuer.
Last Name First Name Middle Name
Harvey B. Nicholas
Street Address 1 Street Address 2
201 Broadway 6th Floor
City State/Province/Country ZIP/PostalCode
Cambridge MASSACHUSETTS 02139
Relationship: X Executive Officer    Director X Promoter

Clarification of Response (if Necessary):

Mr. Harvey is a Senior Vice President, Chief Financial Officer, the Treasurer and Secretary of the Issuer.
Last Name First Name Middle Name
O'Dea Louis
Street Address 1 Street Address 2
201 Broadway 6th Floor
City State/Province/Country ZIP/PostalCode
Cambridge MASSACHUSETTS 02139
Relationship: X Executive Officer    Director X Promoter

Clarification of Response (if Necessary):

Dr. O'Dea is a Senior Vice President and the Chief Medical Officer of the Issuer.
Last Name First Name Middle Name
Hattersley Gary
Street Address 1 Street Address 2
201 Broadway 6th Floor
City State/Province/Country ZIP/PostalCode
Cambridge MASSACHUSETTS 02139
Relationship: X Executive Officer    Director X Promoter

Clarification of Response (if Necessary):

Dr. Hattersley is a Vice President of the Issuer.
Last Name First Name Middle Name
Auerbach Alan
Street Address 1 Street Address 2
201 Broadway 6th Floor
City State/Province/Country ZIP/PostalCode
Cambridge MASSACHUSETTS 02139
Relationship:    Executive Officer X Director X Promoter

Clarification of Response (if Necessary):

Mr. Auerbach is a director of the Issuer.
Last Name First Name Middle Name
Fleming Jonathan
Street Address 1 Street Address 2
201 Broadway 6th floor
City State/Province/Country ZIP/PostalCode
Cambridge MASSACHUSETTS 02139
Relationship:    Executive Officer X Director    Promoter

Clarification of Response (if Necessary):

Mr. Fleming is a director of the Issuer.
Last Name First Name Middle Name
Gadicke Ansbert K.
Street Address 1 Street Address 2
201 Broadway 6th Floor
City State/Province/Country ZIP/PostalCode
Cambridge MASSACHUSETTS 02139
Relationship:    Executive Officer X Director X Promoter

Clarification of Response (if Necessary):

Dr. Ansbert is a director of the Issuer.
Last Name First Name Middle Name
Graves Kurt
Street Address 1 Street Address 2
201 Broadway 6th Floor
City State/Province/Country ZIP/PostalCode
Cambridge MASSACHUSETTS 02139
Relationship:    Executive Officer X Director X Promoter

Clarification of Response (if Necessary):

Mr. Graves is a director of the Issuer.
Last Name First Name Middle Name
Muenchbach Martin
Street Address 1 Street Address 2
201 Broadway 6th Floor
City State/Province/Country ZIP/PostalCode
Cambridge MASSACHUSETTS 02139
Relationship:    Executive Officer X Director X Promoter

Clarification of Response (if Necessary):

Dr. Muenchbach is a director of the Issuer.
Last Name First Name Middle Name
Stoner Elizabeth
Street Address 1 Street Address 2
201 Broadway 6th Floor
City State/Province/Country ZIP/PostalCode
Cambridge MASSACHUSETTS 02139
Relationship:    Executive Officer X Director X Promoter

Clarification of Response (if Necessary):

Dr. Stoner is a director of the Issuer.

4. Industry Group

   Agriculture
Banking & Financial Services
   Commercial Banking
   Insurance
   Investing
   Investment Banking
   Pooled Investment Fund
Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?
   Yes    No
   Other Banking & Financial Services
   Business Services
Energy
   Coal Mining
   Electric Utilities
   Energy Conservation
   Environmental Services
   Oil & Gas
   Other Energy
Health Care
   Biotechnology
   Health Insurance
   Hospitals & Physicians
X Pharmaceuticals
   Other Health Care
   Manufacturing
Real Estate
   Commercial
   Construction
   REITS & Finance
   Residential
   Other Real Estate
  
Retailing
  
Restaurants
Technology
   Computers
   Telecommunications
   Other Technology
Travel
   Airlines & Airports
   Lodging & Conventions
   Tourism & Travel Services
   Other Travel
  
Other

5. Issuer Size

Revenue Range OR Aggregate Net Asset Value Range
X No Revenues    No Aggregate Net Asset Value
   $1 - $1,000,000    $1 - $5,000,000
   $1,000,001 - $5,000,000    $5,000,001 - $25,000,000
   $5,000,001 - $25,000,000    $25,000,001 - $50,000,000
   $25,000,001 - $100,000,000    $50,000,001 - $100,000,000
   Over $100,000,000    Over $100,000,000
   Decline to Disclose    Decline to Disclose
   Not Applicable    Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

   Rule 504(b)(1) (not (i), (ii) or (iii))    Rule 505
   Rule 504 (b)(1)(i) X Rule 506
   Rule 504 (b)(1)(ii)    Securities Act Section 4(5)
   Rule 504 (b)(1)(iii)    Investment Company Act Section 3(c)
   Section 3(c)(1)    Section 3(c)(9)  
   Section 3(c)(2)    Section 3(c)(10)
   Section 3(c)(3)    Section 3(c)(11)
   Section 3(c)(4)    Section 3(c)(12)
   Section 3(c)(5)    Section 3(c)(13)
   Section 3(c)(6)    Section 3(c)(14)
   Section 3(c)(7)

7. Type of Filing

X New Notice Date of First Sale 2011-05-17    First Sale Yet to Occur
   Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year?
   Yes X No

9. Type(s) of Securities Offered (select all that apply)

X Equity    Pooled Investment Fund Interests
   Debt    Tenant-in-Common Securities
   Option, Warrant or Other Right to Acquire Another Security    Mineral Property Securities
   Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security X Other (describe)
Series A-1 Convertible Preferred Stock

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer?
X Yes    No

Clarification of Response (if Necessary):

For details on this offering, reference is made to the Issuer's Form 8-K dated May 17, 2011, filed on May 23, 2011 at CIK# 0001428522.

11. Minimum Investment

Minimum investment accepted from any outside investor $0 USD

12. Sales Compensation

Recipient
Recipient CRD Number    None
Leerink Swann LLC 39011
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Leerinks Swann LLC 39011
Street Address 1 Street Address 2
1 Federal Street 37th Floor
City State/Province/Country ZIP/Postal Code
Bostin MASSACHUSETTS 02110
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States
   All States
   Foreign/non-US
ALASKA
ALABAMA
ARKANSAS
ARIZONA
CALIFORNIA
COLORADO
CONNECTICUT
DISTRICT OF COLUMBIA
DELAWARE
FLORIDA
GEORGIA
HAWAII
IOWA
IDAHO
ILLINOIS
INDIANA
KANSAS
KENTUCKY
LOUISIANA
MASSACHUSETTS
MARYLAND
MAINE
MICHIGAN
MINNESOTA
MISSOURI
MISSISSIPPI
MONTANA
NORTH CAROLINA
NORTH DAKOTA
NEBRASKA
NEW HAMPSHIRE
NEW JERSEY
NEW MEXICO
NEVADA
NEW YORK
OHIO
OKLAHOMA
OREGON
PENNSYLVANIA
RHODE ISLAND
SOUTH CAROLINA
SOUTH DAKOTA
TENNESSEE
TEXAS
UTAH
VIRGINIA
VERMONT
WASHINGTON
WISCONSIN
WEST VIRGINIA
WYOMING

13. Offering and Sales Amounts

Total Offering Amount $64,285,446 USD
or    Indefinite
Total Amount Sold $64,285,446 USD
Total Remaining to be Sold $0 USD
or    Indefinite

Clarification of Response (if Necessary):

Represents the total amount of securities to be sold under a stock purchase agreement whereby the Issuer will issue a capital call on the purchase price and issue the securities in three stages.

14. Investors

  
Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.
Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:
18

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions $434,868 USD
   Estimate
Finders' Fees $0 USD
   Estimate

Clarification of Response (if Necessary):

The amount in Item 15 is for sales commission on the first capital call received and does not reflect commissions on future capital calls.

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0 USD
   Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:
  • Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*
  • Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against it in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of:  (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.
  • Certifying that, if the issuer is claiming a Rule 505 exemption, the issuer is not disqualified from relying on Rule 505 for one of the reasons stated in Rule 505(b)(2)(iii).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer Signature Name of Signer Title Date
Radius Health, Inc. /s/ B. Nicholas Harvey B. Nicholas Harvey Sr. Vice President, Secretary, Treasurer and Chief Financial 2011-05-27

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.