Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
BRENNER LOUIS MD
  2. Issuer Name and Ticker or Trading Symbol
Radius Health, Inc. [NONE]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Medical Officer
(Last)
(First)
(Middle)
C/O RADIUS HEALTH, INC., 201 BROADWAY, 6TH FLOOR
3. Date of Earliest Transaction (Month/Day/Year)
12/15/2011
(Street)

CAMBRIDGE, MA 02139
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $ 3.89 12/15/2011   A   351,400     (1) 12/14/2021 Common Stock 351,400 $ 3.89 351,400 D  
Stock Option (Right to Buy) $ 3.89 12/15/2011   A   37,600     (2) 12/14/2021 Common Stock 37,600 $ 3.89 389,000 D  
Stock Option (Right to Buy) $ 3.89 12/15/2011   A   62,700     (3) 12/14/2021 Common Stock 62,700 $ 3.89 451,700 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
BRENNER LOUIS MD
C/O RADIUS HEALTH, INC.
201 BROADWAY, 6TH FLOOR
CAMBRIDGE, MA 02139
      Chief Medical Officer  

Signatures

 /s/ Louis Brenner   09/27/2012
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) 25% of the shares subject to the stock option vest on November 9, 2012 and 6.25% of the shares subject to the stock option vest each quarter thereafter.
(2) 100% of the shares subject to the option will vest on the date, if any, on which the board of directors of the issuer resolves that a specified number of subjects have been enrolled by a specified date in the Phase 3 study of the issuer's BA058 Injection product.
(3) 100% of the shares subject to the option on the date, if any, on which the board of directors of the issuer resolves that a New Drug Application for the issuer's BA058 Injection product has been submitted, on or prior to a specified date, to the United States Food and Drug Administration.

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