Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Karyopharm Therapeutics Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
48576U106
(CUSIP Number)
Simon Prisk, Esq.
150 East 58th Street, 22nd Floor
New York, NY 10155
(212) 355-3333
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
6/26/15
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
* 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).
| CUSIP No. 48576U106 | 13G | Page 2 of 10 pages |
| 1. | NAMES OF REPORTING PERSONS Plio Ltd.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) N/A | |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a) ☐ (b) ☐ | |
| 3. | SEC USE ONLY
| |
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
CYPRUS |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
0 | |
| 6. | SHARED VOTING POWER
1,200,203 | ||
| 7. | SOLE DISPOSITIVE POWER
0 | ||
| 8. | SHARED DISPOSITIVE POWER
1,200,203 |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,200,203 | |
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐
| |
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.4% | |
| 12. | TYPE OF REPORTING PERSON (see instructions)
CO |
| CUSIP No. 48576U106 | 13G | Page 3 of 10 pages |
| 1. | NAMES OF REPORTING PERSONS Marcin Czernik
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) N/A | |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a) ☐ (b) ☐ | |
| 3. | SEC USE ONLY
| |
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
POLAND |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
0 | |
| 6. | SHARED VOTING POWER
1,200,203 | ||
| 7. | SOLE DISPOSITIVE POWER
0 | ||
| 8. | SHARED DISPOSITIVE POWER
1,200,203 |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,200,203 | |
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☒
| |
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.4% | |
| 12. | TYPE OF REPORTING PERSON (see instructions)
IN, HC |
| CUSIP No. 48576U106 | 13G | Page 4 of 10 pages |
| 1. | NAMES OF REPORTING PERSONS Andreas Hadjimichael
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) N/A | |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a) ☐ (b) ☐ | |
| 3. | SEC USE ONLY
| |
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
CYPRUS |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
0 | |
| 6. | SHARED VOTING POWER
1,200,203 | ||
| 7. | SOLE DISPOSITIVE POWER
0 | ||
| 8. | SHARED DISPOSITIVE POWER
1,200,203 |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,200,203 | |
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☒
| |
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.4% | |
| 12. | TYPE OF REPORTING PERSON (see instructions)
IN, HC |
| CUSIP No. 48576U106 | 13G | Page 5 of 10 pages |
| 1. | NAMES OF REPORTING PERSONS George Hadjimichael
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) N/A | |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a) ☐ (b) ☐ | |
| 3. | SEC USE ONLY
| |
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
CYPRUS |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
0 | |
| 6. | SHARED VOTING POWER
1,200,203 | ||
| 7. | SOLE DISPOSITIVE POWER
0 | ||
| 8. | SHARED DISPOSITIVE POWER
1,200,203 |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,200,203 | |
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☒
| |
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.4% | |
| 12. | TYPE OF REPORTING PERSON (see instructions)
IN, HC |
| CUSIP No. 48576U106 | 13G | Page 6 of 10 pages |
| 1. | NAMES OF REPORTING PERSONS Gregory Jankilevitsch
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) N/A | |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a) ☐ (b) ☐ | |
| 3. | SEC USE ONLY
| |
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
CYPRUS |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
0 | |
| 6. | SHARED VOTING POWER
1,200,203 | ||
| 7. | SOLE DISPOSITIVE POWER
0 | ||
| 8. | SHARED DISPOSITIVE POWER
1,200,203 |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,200,203 | |
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐
| |
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.4% | |
| 12. | TYPE OF REPORTING PERSON (see instructions)
IN, HC |
| CUSIP No. 48576U106 | 13G | Page 7 of 10 pages |
Item 1.
| (a) | Karyopharm Therapeutics Inc. | |
| (b) | Address of Issuer’s Principal Executive Offices 85 Wells Avenue, 2nd Floor, Newton, MA 02459 |
Item 2.
| (a) | Name of Person Filing | |
| This Statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”): | ||
(i) Plio Ltd. (“Plio”)
(ii) Marcin Czernik
(iii) Andreas Hadjimichael
(iv) George Hadjimichael
(v) Gregory Jankilevitsch | ||
| (b) | Address of the Principal Office or, if none, residence
(i) The principal office of each of the Reporting Persons (other than Mr. Jankilevitsch) is Simou Menardou 8, Ria Court 8, Office 101, 6015 Larnaca, Cyprus.
(ii) The residence address of Mr. Jankilevitsch is Route de Genève 71, CH-1180 Rolle, Switzerland. | |
| (c) | Citizenship
(i) Plio is a Cyprus corporation.
(ii) Messrs. Andreas and George Hadjimichael are citizens of the Republic of Cyprus.
(iii) Messrs. Czernik and Jankilevitsch are citizens of the Republic of Poland. | |
| (d) | Title of Class of Securities
Common Stock | |
| (e) | CUSIP Number
48576U106 |
| CUSIP No. 48576U106 | 13G | Page 8 of 10 pages |
Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
Not applicable.
Item 4. Ownership.
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
| (a) | Amount beneficially owned: 1,200,203 shares. These shares of Common Stock are owned directly by Plio. Plio's directors, Marcin Czernik, Andreas Hadjimichael and George Hadjimichael, and its sole stockholder, Gregory Jankilevitsch, may be deemed to share voting and investment power and beneficial ownership of such shares of Common Stock. Each of such directors and stockholder disclaims such voting and investment power and beneficial ownership. The number of shares listed on the cover pages of this Schedule 13G pertaining to Plio’s directors includes the shares of Common Stock owned directly by Plio, but does not include 9,000,000 shares of Common Stock (representing 25.2% of the outstanding Common Stock) owned directly by Chione Ltd., which has the same directors and as to which each of such directors may be deemed to share voting and investment power and beneficial ownership. Each of such directors disclaims such voting and investment power and beneficial ownership. The foregoing percentages of the outstanding Common Stock set forth in this Schedule 13G are based on 35,732,213 shares of Common Stock outstanding as of November 4, 2015, as reported by the issuer on the Form 10-Q filed on November 9, 2015. As of June 26, 2015, the reporting persons ceased to be the beneficial owners of more than five percent of the Common Stock. | ||
| (b) | Percent of class: 3.4%. See item 4(a) above. | ||
| (c) | Number of shares as to which the person has:
Plio | ||
| (i) | Sole power to vote or to direct the vote 0. | ||
| (ii) | Shared power to vote or to direct the vote 1,200,203. | ||
| (iii) | Sole power to dispose or to direct the disposition of 0 | ||
| (iv) | Shared power to dispose or to direct the disposition of 1,200,203 | ||
| Mr. Czernik | |||
| (i) | Sole power to vote or to direct the vote 0 | |
| (ii) | Shared power to vote or to direct the vote 1,200,203 | |
| (iii) | Sole power to dispose or to direct the disposition of 0 | |
| (iv) | Shared power to dispose or to direct the disposition of 1,200,203
| |
| Mr. Andreas Hadjimichael | ||
| (i) | Sole power to vote or to direct the vote 0. | |
| (ii) | Shared power to vote or to direct the vote 1,200,203 | |
| (iii) | Sole power to dispose or to direct the disposition of 0 | |
| (iv) | Shared power to dispose or to direct the disposition of 1,200,203 |
| CUSIP No. 48576U106 | 13G | Page 9 of 10 pages |
| Mr.George Hadjmichael | ||
| (i) | Sole power to vote or to direct the vote 0 | |
| (ii) | Shared power to vote or to direct the vote 1,200,203 | |
| (iii) | Sole power to dispose or to direct the disposition of 0 | |
| (iv) | Shared power to dispose or to direct the disposition of 1,200,203
| |
| Mr. Jankilevitsch | ||
| (i) | Sole power to vote or to direct the vote 0 | |
| (ii) | Shared power to vote or to direct the vote 1,200,203 | |
| (iii) | Sole power to dispose or to direct the disposition of 0 | |
| (iv) | Shared power to dispose or to direct the disposition of 1,200,203 | |
See item 4(a) above.
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: ☒
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding C ompany.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
Not applicable.
| CUSIP No. 048576U106 | 13G | Page 10 of 10 pages |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| February 22, 2016 | |
| Date | |
Plio Limited, by /s/ Simon Prisk, as attorney-in-fact
Marcin Czernik, by /s/ Simon Prisk, as attorney-in-fact
Andreas Hadjimichael, by /s/ Simon Prisk, as attorney-in-fact
George Hadjimichael, by /s/ Simon Prisk, as attorney-in-fact
Gregory Jankilevitsch, by /s/ Simon Prisk, as attorney-in-fact |
| Exhibit Index | ||
| Exhibit 24.1 | - | Power of Attorney, dated April 6, 2015, made by Marcin Czernik and Plio Limited in favor of Simon Prisk |
| Exhibit 24.2 | - | Power of Attorney, dated April 6, 2015, made by Andreas Hadjimichael and Plio Limited in favor of Simon Prisk |
| Exhibit 24.3 | - | Power of Attorney, dated February 15, 2016, made by George Hadjimichael and Plio Limited in favor of Simon Prisk |
| Exhibit 24.4 | - | Power of Attorney, dated April 28, 2015, made by Gregory Jankilevitsch in favor of Simon Prisk |
| Exhibit 99.1 | - | Joint Filing Agreement, dated February 22, 2016, among the Reporting Persons |