Statement of Changes in Beneficial Ownership (4)
January 10 2020 - 5:07PM
Edgar (US Regulatory)
FORM 4
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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
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Kauffman Michael |
2. Issuer Name and Ticker or Trading Symbol
Karyopharm Therapeutics Inc.
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KPTI
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Executive Officer |
(Last)
(First)
(Middle)
C/O KARYOPHARM THERAPEUTICS INC., 85 WELLS AVENUE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
1/9/2020 |
(Street)
NEWTON, MA 02459
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 1/9/2020 | | M(1) | | 10000 | A | $4.752 | 552139 (2) | D | |
Common Stock | 1/9/2020 | | S(1) | | 10000 | D | $19.188 (3) | 542139 | D | |
Common Stock | 1/8/2020 | | M(4) | | 10000 | A | $4.752 | 753506 (5) | I | By Spouse |
Common Stock | 1/8/2020 | | S(4) | | 10000 | D | $18.5705 (6) | 743506 | I | By Spouse |
Common Stock | 12/19/2019 | | G |
V
| 17313 | D | $0.00 | 0 | I | By GRAT (7) |
Common Stock | 12/19/2019 | | G |
V
| 17313 | D | $0.00 | 0 | I | By Spouse's GRAT (8) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 7. Title and Amount of Securities Underlying Derivative Security (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) | $4.752 | 1/9/2020 | | M (1) | | | 10000 | (9) | 9/2/2023 | Common Stock | 10000 | $0.00 | 386061 | D | |
Stock Option (right to buy) | $4.752 | 1/8/2020 | | M (4) | | | 10000 | (9) | 9/2/2023 | Common Stock | 10000 | $0.00 | 430303 | I | By Spouse |
Explanation of Responses: |
(1) | These transactions were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person. |
(2) | Reflects the transfer of 12,372 shares from the Michael G. Kauffman 2016 Qualified Annuity Trust (the "GRAT") to the reporting person on December 12, 2019. |
(3) | Represents the weighted average sale price. These shares were sold in multiple transactions at prices ranging from $18.885 to $19.34, inclusive. The reporting person undertakes to provide upon request by the U.S. Securities and Exchange Commission staff, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price. |
(4) | These transactions were effected pursuant to a Rule 10b5-1 trading plan adopted by the spouse of the reporting person. |
(5) | Reflects the transfer of 12,372 shares from the Sharon Shacham 2016 Qualified Annuity Trust (the "Spouse's GRAT") to the spouse of the reporting person on December 12, 2019. |
(6) | Represents the weighted average sale price. These shares were sold in multiple transactions at prices ranging from $18.34 to $18.82, inclusive. The spouse of the reporting person undertakes to provide upon request by the U.S. Securities and Exchange Commission staff, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price. |
(7) | Upon termination of the GRAT, 17,313 shares held by the GRAT were transferred to a trust, the beneficiaries of which share the reporting person's household. The reporting person disclaims beneficial ownership of the shares held by such individuals, and this report should not be deemed an admission that the reporting person is the beneficial owner of such individuals' shares for purposes of Section 16 or for any other purpose. |
(8) | Upon termination of the Spouse's GRAT, 17,313 shares held by the Spouse's GRAT were transferred to a trust, the beneficiaries of which share the reporting person's household. The reporting person disclaims beneficial ownership of the shares held by such individuals, and this report should not be deemed an admission that the reporting person is the beneficial owner of such individuals' shares for purposes of Section 16 or for any other purpose. |
(9) | This option, representing a right to purchase a specified number of shares, vested as to 25% of the shares on September 3, 2014, and the remaining 75% vested in 36 equal monthly installments thereafter. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Kauffman Michael C/O KARYOPHARM THERAPEUTICS INC. 85 WELLS AVENUE NEWTON, MA 02459 | X |
| Chief Executive Officer |
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Signatures
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/s/Christopher B. Primiano, Attorney-in-Fact for Michael Kauffman | | 1/10/2020 |
**Signature of Reporting Person | Date |
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