Amended Statement of Beneficial Ownership (sc 13d/a)
May 03 2017 - 4:32PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE
13D
AMENDMENT
NO. 8
ProPhase
Labs, Inc.
(Name
of Issuer)
Common
Stock, par value $0.0005 per share
(Title
of Class of Securities)
74345W
10 8
(CUSIP
Number)
Herbert
Kozlov, Esq.
Reed
Smith LLP
599
Lexington Avenue
New
York, New York 10022
(212)
521-5400
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications)
April
27, 2017
(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 which 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.
[ ]
CUSIP
No: 74345W 10 8
1.
|
NAME
OF REPORTING PERSON:
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Ted
Karkus
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(See
Instructions):
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(a)
[ ]
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(b)
[ ]
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3.
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SEC
USE ONLY
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|
|
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4.
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SOURCE
OF FUNDS (See Instructions)
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PF
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|
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5.
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CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e):
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[ ]
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6.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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United
States
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NUMBER
OF SHARES
BENEFICIALLY
OWNED
BY
EACH REPORTING
PERSON
WITH
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7.
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SOLE
VOTING POWER
|
3,374,588
(1)
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8.
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SHARED
VOTING POWER
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0
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9.
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SOLE
DISPOSITIVE POWER
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3,374,588
(1)
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10.
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SHARED
DISPOSITIVE POWER
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0
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11.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,324,588 shares of common stock
(1)
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12.
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
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[ ]
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13.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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19.0%
(2)
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14.
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TYPE
OF REPORTING PERSON (See Instructions)
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IN
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(1)
Includes 700,000 shares of common stock issuable to the Reporting Person upon the exercise of stock options, which are vested
and exercisable within the next 60 days.
(2)
Based on 17,080,776 shares of common stock outstanding on January 6, 2017, plus 700,000 shares of Common Stock issuable to the
Reporting Person upon the exercise of stock options, which are vested and exercisable within the next 60 days.
Introductory
Note:
This
Amendment No. 8 amends and supplements the Statement on Schedule 13D filed by Ted Karkus (the “Reporting Person”)
on April 27, 2011 (the “Original Schedule 13D”, as amended and supplemented by Amendment No. 1 to the Schedule 13D
filed on November 15, 2011, Amendment No. 2 to the Schedule 13D filed on December 14, 2011, Amendment No. 3 to the Schedule 13D
filed on May 18, 2012, Amendment No. 4 to the Schedule 13D filed on September 19, 2014, Amendment No. 5 to the Schedule 13D filed
on May 27, 2015, Amendment No. 6 to the Schedule 13D filed on June 8, 2015, Amendment No. 7 to the Schedule 13D filed on January
6, 2017, and together with this Amendment No. 8, the “Schedule 13D”) to the extent specifically set forth below. Except
as otherwise indicated, capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Schedule
13D.
Item
4.
|
Purpose
of Transaction.
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Item
4 of the Schedule 13D is hereby amended by inserting the following:
On
April 27, 2017, the Reporting Person was granted an option to purchase 600,000 shares of common stock, par value $0.0005 per share,
of ProPhase Labs, Inc. (the “Company”), at an exercise price of $2.00 per share, pursuant to a stock option award
agreement (the “Award Agreement”) issued under the Company’s Amended and Restated 2010 Equity Compensation Plan.
The stock option award will vest in four equal annual installments beginning on April 26, 2018.
The above summary of the stock option award granted to the Reporting Person is not intended to be complete
and is qualified in its entirety by reference to the full text of the Award Agreement, a copy of which will be filed as an exhibit
to the issuer’s next Quarterly Report on Form 10-Q.
Item
6.
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Contracts,
Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
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Item
6 of the Schedule 13D is hereby amended and restated in its entirety as follows:
The
description of the Award Agreement provided in Item 4 above is incorporated herein by reference.
SIGNATURE
After
reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this
statement is true, complete and correct.
Dated:
May 3, 2017
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/s/ Ted
Karkus
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Ted
Karkus
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