Amended Statement of Ownership (sc 13g/a)
February 13 2017 - 4:39PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. 2)*
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)
12
/
31
/16
(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
Chione
Ltd.
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
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
8,549,920
|
7.
|
|
SOLE
DISPOSITIVE POWER
0
|
8.
|
|
SHARED
DISPOSITIVE POWER
8,549,920
|
9.
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,549,920
|
10.
|
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐
|
11.
|
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
20.7%
|
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)
|
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
8,549,920
|
7.
|
|
SOLE
DISPOSITIVE POWER
0
|
8.
|
|
SHARED
DISPOSITIVE POWER
8,549,920
|
9.
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,549,920
|
10.
|
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☒
|
11.
|
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
20.7%
|
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)
|
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
8,549,920
|
7.
|
|
SOLE
DISPOSITIVE POWER
0
|
8.
|
|
SHARED
DISPOSITIVE POWER
8,549,920
|
9.
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,549,920
|
10.
|
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☒
|
11.
|
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
20.7%
|
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)
|
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
8,549,920
|
7.
|
|
SOLE
DISPOSITIVE POWER
0
|
8.
|
|
SHARED
DISPOSITIVE POWER
8,549,920
|
9.
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,549,920
|
10.
|
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☒
|
11.
|
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
20.7%
|
12.
|
|
TYPE
OF REPORTING PERSON (see instructions)
IN,
HC
|
CUSIP
No. 48576U106
|
|
13G
|
|
Page
6 of 10 pages
|
1.
|
|
NAMES
OF REPORTING PERSONS
Wiaczeslaw Smolokowski
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
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
8,549,920
|
7.
|
|
SOLE
DISPOSITIVE POWER
0
|
8.
|
|
SHARED
DISPOSITIVE POWER
8,549,920
|
9.
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,549,920
|
10.
|
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐
|
11.
|
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
20.7%
|
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)
Chione Ltd. (“Chione”)
(ii)
Marcin Czernik
(iii)
Andreas Hadjimichael
(iv) George
Hadjimichael
(v)
Wiaczeslaw Smolokowski
|
|
|
|
|
(b)
|
Address
of the Principal Office or, if none, residence
(i)
The principal office of each of the Reporting Persons (other than Mr. Smolokowski) is Simou Menardou 8, Ria Court 8, Office
101, 6015 Larnaca, Cyprus.
(ii)
The residence address of Mr. Smolokowski is Chalet Lenotchka, Chemin des Marais 1, Chesieres, Switzerland.
|
|
|
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(c)
|
Citizenship
(i)
Chione is a Cyprus corporation.
(ii) Messrs.
Andreas and George Hadjimichael are citizens of the Republic of Cyprus.
(iii)
Messrs. Czernik and Smolokowski are citizens of the Republic of Poland.
|
|
|
|
|
(d)
|
Title
of Class of Securities
Common
Stock
|
|
|
|
|
(e)
|
CUSIP
Number
48576U106
|
CUSIP
No. 048576U106
|
|
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:
8,549,920 shares.
These shares of Common Stock are owned directly by Chione. Chione's directors, Marcin Czernik, Andreas Hadjimichael and George
Hadjimichael, and its sole stockholder, Wiaczeslaw Smolokowski, 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 Chione’s
directors includes the shares of Common Stock owned directly by Chione, but does not include shares of Common Stock owned
directly by Plio 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.
|
|
|
|
(b)
|
|
Percent
of class: 20.7%. See item 4(a) above.
|
|
|
|
(c)
|
|
Number
of shares as to which the person has:
Chione
|
|
|
|
|
|
(i)
Sole power to vote or to direct the vote 0.
|
|
|
|
|
|
(ii)
Shared power to vote or to direct the vote 8,549,920.
|
|
|
|
|
|
(iii)
Sole power to dispose or to direct the disposition of 0
|
|
|
|
|
|
(iv)
Shared power to dispose or to direct the disposition of 8,549,920
|
|
|
|
|
|
Mr.
Czernik
|
|
|
(i)
Sole power to vote or to direct the vote 0.
|
|
|
|
|
|
(ii)
Shared power to vote or to direct the vote 8,549,920.
|
|
|
|
|
|
(iii)
Sole power to dispose or to direct the disposition of 0
|
|
|
|
|
|
(iv)
Shared power to dispose or to direct the disposition of 8,549,920
|
|
|
Mr.
Andreas Hadjimichael
|
|
|
|
|
|
(i)
Sole power to vote or to direct the vote 0.
|
|
|
|
|
|
(ii)
Shared power to vote or to direct the vote 8,549,920.
|
|
|
|
|
|
(iii)
Sole power to dispose or to direct the disposition of 0
|
|
|
|
|
|
(iv)
Shared power to dispose or to direct the disposition of 8,549,920
|
CUSIP
No. 048576U106
|
|
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 8,549,920.
|
|
|
|
|
|
(iii)
Sole power to dispose or to direct the disposition of 0
|
|
|
|
|
|
(iv)
Shared power to dispose or to direct the disposition of 8,549,920
|
|
|
|
|
|
Mr.
Smolokowski
|
|
|
|
|
|
(i)
Sole power to vote or to direct the vote 0.
|
|
|
|
|
|
(ii)
Shared power to vote or to direct the vote 8,549,920.
|
|
|
|
|
|
(iii)
Sole power to dispose or to direct the disposition of 0
|
|
|
|
|
|
(iv) Shared
power to dispose or to direct the disposition of 8,549,920
|
See
item 4(a) above.
Item
5. Ownership of Five Percent or Less of a Class.
Not
applicable.
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 Company.
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
13, 2017
|
|
Date
|
|
|
|
Chione
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
Wiaczeslaw
Smolokowski, by /s/ Simon Prisk, as attorney-in-fact
|
Exhibit
Index
Exhibit
24.1
|
-
|
Power
of Attorney, dated as of February 1, 2017, made by Marcin Czernik and Chione Limited in favor of Simon Prisk
|
Exhibit
24.2
|
-
|
Power
of Attorney, dated as of May 12, 2016, made by Andreas Hadjimichael and Chione Limited in favor of Simon Prisk (filed with
the Form 4 of the Reporting Persons, filed on May 12, 2016)
|
Exhibit
24.3
|
-
|
Power
of Attorney, dated February 15, 2016, made by George Hadjimichael and Chione Limited in favor of Simon Prisk (filed with the
Schedule 13G/A of the Reporting Persons, filed on March 9, 2016)
|
Exhibit
24.4
|
-
|
Power
of Attorney, dated as of February 1, 2017, made by Wiaczeslaw Smolokowski in favor of Simon Prisk
|
Exhibit
99.1
|
-
|
Joint
Filing Agreement, dated February 13, 2017, among the Reporting Persons
|
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