0001144204-17-031365.txt : 20170607 0001144204-17-031365.hdr.sgml : 20170607 20170606192054 ACCESSION NUMBER: 0001144204-17-031365 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20170607 DATE AS OF CHANGE: 20170606 GROUP MEMBERS: DAVID L. DOUGLASS GROUP MEMBERS: DEEPIKA R. PAKIANATHAN GROUP MEMBERS: DELPHI BIOINVESTMENTS VIII, L.P. GROUP MEMBERS: DELPHI MANAGEMENT PARTNERS VIII, L.L.C. GROUP MEMBERS: DOUGLAS A. ROEDER GROUP MEMBERS: JAMES J. BOCHNOWSKI SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Karyopharm Therapeutics Inc. CENTRAL INDEX KEY: 0001503802 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 263931704 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-87705 FILM NUMBER: 17895328 BUSINESS ADDRESS: STREET 1: 85 WELLS AVENUE STREET 2: SECOND FLOOR CITY: NEWTON STATE: MA ZIP: 02459 BUSINESS PHONE: 617-658-0600 MAIL ADDRESS: STREET 1: 85 WELLS AVENUE STREET 2: SECOND FLOOR CITY: NEWTON STATE: MA ZIP: 02459 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DELPHI VENTURES VIII LP CENTRAL INDEX KEY: 0001436285 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 160 BOVET RD, SUITE 408 CITY: SAN MATEO STATE: CA ZIP: 94402 BUSINESS PHONE: 650-854-9650 MAIL ADDRESS: STREET 1: 160 BOVET RD, SUITE 408 CITY: SAN MATEO STATE: CA ZIP: 94402 SC 13D/A 1 v468388_sc13da.htm SC 13D/A

 

CUSIP NO.   48576U106 13D Page 1 of 12

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Schedule 13D

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (a)

 

(Amendment No. 2)

 

Karyopharm Therapeutics Inc.

(Name of Issuer)

 

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

 

48576U106

(CUSIP Number)

 

Matthew Potter

c/o Delphi Ventures

160 Bovet Rd, Suite 408

San Mateo, CA 94402

(650) 854-9650

 

COPY TO:

Christine Wichrowski, Esq.

c/o Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP

1200 Seaport Boulevard, Redwood City, California 94063

(650) 321-2400

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

April 28, 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 that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box ¨.

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

 

* 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 the cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purposes 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).

 

(Continued on following pages)

 

 

 

 

CUSIP NO.   48576U106 13D Page 2 of 12

 

1

NAME OF REPORTING
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Delphi Ventures VIII, L.P. (“Delphi VIII”)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)   ¨   (b)   x

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH		 5 SOLE VOTING POWER
2,241,123 shares, except that Delphi Management Partners VIII, L.L.C. (“DMP VIII”), the general partner of Delphi VIII, may be deemed to have sole power to vote these shares, and James J. Bochnowski (“Bochnowski”), David L. Douglass (“Douglass”), Deepika R. Pakianathan (“Pakianathan”) and Douglas A. Roeder (“Roeder”), the managing members of DMP VIII, may be deemed to have shared power to vote these shares.
  6 SHARED VOTING POWER
See response to row 5.
  7 SOLE DISPOSITIVE POWER
2,241,123 shares, except that DMP VIII, the general partner of Delphi VIII, may be deemed to have sole power to dispose of these shares, and Bochnowski, Douglass, Pakianathan and Roeder, the managing members of DMP VIII, may be deemed to have shared power to dispose of these shares.
  8 SHARED DISPOSITIVE POWER
See response to row 7.

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON

2,241,123

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*

¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

4.8%

12

TYPE OF REPORTING PERSON*

PN

 

 

 

 

CUSIP NO.   48576U106 13D Page 3 of 12

 

1

NAME OF REPORTING
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Delphi BioInvestments VIII, L.P. (“DBI VIII”)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)   ¨   (b)   x

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH		 5 SOLE VOTING POWER
21,883 shares, except that DMP VIII, the general partner of DBI VIII, may be deemed to have sole power to vote these shares, and Bochnowski, Douglass, Pakianathan and Roeder, the managing members of DMP VIII, may be deemed to have shared power to vote these shares.
  6 SHARED VOTING POWER
See response to row 5.
  7 SOLE DISPOSITIVE POWER
21,883 shares, except that DMP VIII, the general partner of Delphi VIII, may be deemed to have sole power to dispose of these shares, and Bochnowski, Douglass, Pakianathan and Roeder, the managing members of DMP VIII, may be deemed to have shared power to dispose of these shares.
  8 SHARED DISPOSITIVE POWER
See response to row 7.

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON

21,883

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*

¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

0.0%

12

TYPE OF REPORTING PERSON*

PN

 

 

 

 

CUSIP NO.   48576U106 13D Page 4 of 12

 

1

NAME OF REPORTING
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Delphi Management Partners VIII, L.L.C. (“DMP VIII”)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)   ¨   (b)   x

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH		 5 SOLE VOTING POWER
2,263,006 shares, of which 2,241,123 shares are directly owned by Delphi VIII and 21,883 shares are directly owned by DBI VIII.  DMP VIII is the general partner of each of Delphi VIII and DBI VIII, and may be deemed to have sole voting power with respect to such shares, except Bochnowski, Douglass, Pakianathan and Roeder, the managing members of DMP VIII, may be deemed to have shared power to vote these shares.
  6 SHARED VOTING POWER
See response to row 5.
  7 SOLE DISPOSITIVE POWER
2,263,006 shares, of which 2,241,123 shares are directly owned by Delphi VIII and 21,883 shares are directly owned by DBI VIII.  DMP VIII is the general partner of each of Delphi VIII and DBI VIII, and may be deemed to have sole power to dispose of these shares, except Bochnowski, Douglass, Pakianathan and Roeder, the managing members of DMP VIII, may be deemed to have shared power to dispose of these shares.
  8 SHARED DISPOSITIVE POWER
See response to row 7.

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON

2,263,006

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*

¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

4.8%

12

TYPE OF REPORTING PERSON*

OO

 

 

 

 

CUSIP NO.   48576U106 13D Page 5 of 12

 

1 NAME OF REPORTING PERSON               James J. Bochnowski (“Bochnowski”)
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)   ¨   (b)   x

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

 5 SOLE VOTING POWER
0 shares.
6 SHARED VOTING POWER
2,263,006 shares, of which 2,241,123 shares are directly owned by Delphi VIII and 21,883 shares are directly owned by DBI VIII.  Bochnowski is a managing member of DMP VIII, the general partner of each of Delphi VIII and DBI VIII, and may be deemed to have shared power to vote these shares.
7 SOLE DISPOSITIVE POWER
0 shares.
8 SHARED DISPOSITIVE POWER
2,263,006 shares, of which 2,241,123 shares are directly owned by Delphi VIII and 21,883 shares are directly owned by DBI VIII.  Bochnowski is a managing member of DMP VIII, the general partner of each of Delphi VIII and DBI VIII, and may be deemed to have shared power to dispose of these shares.

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH

REPORTING PERSON

2,263,006

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*

¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

4.8%

12

TYPE OF REPORTING PERSON*

IN

 

 

 

 

CUSIP NO.   48576U106 13D Page 6 of 12

 

1 NAME OF REPORTING PERSON               David L. Douglass (“Douglass”)
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)   ¨   (b)   x

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

 5 SOLE VOTING POWER
0 shares.
6 SHARED VOTING POWER
2,263,006 shares, of which 2,241,123 shares are directly owned by Delphi VIII and 21,883 shares are directly owned by DBI VIII.  Douglass is a managing member of DMP VIII, the general partner of each of Delphi VIII and DBI VIII, and may be deemed to have shared power to vote these shares.
7 SOLE DISPOSITIVE POWER
0 shares.
8 SHARED DISPOSITIVE POWER
2,263,006 shares, of which 2,241,123 shares are directly owned by Delphi VIII and 21,883 shares are directly owned by DBI VIII.  Douglass is a managing member of DMP VIII, the general partner of each of Delphi VIII and DBI VIII, and may be deemed to have shared power to dispose of these shares.

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON

2,263,006

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*

¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

4.8%

12

TYPE OF REPORTING PERSON*

IN

 

 

 

 

CUSIP NO.   48576U106 13D Page 7 of 12

 

1 NAME OF REPORTING PERSON               Deepika R. Pakianathan (“Pakianathan”)
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)   ¨   (b)   x

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

 5 SOLE VOTING POWER
40,000 shares, which are issuable pursuant to outstanding options exercisable within 60 days of April 28, 2017.
6 SHARED VOTING POWER
2,263,006 shares, of which 2,241,123 shares are directly owned by Delphi VIII and 21,883 shares are directly owned by DBI VIII.  Pakianathan is a managing member of DMP VIII, the general partner of each of Delphi VIII and DBI VIII, and may be deemed to have shared power to vote these shares.
7 SOLE DISPOSITIVE POWER
40,000 shares, which are issuable pursuant to outstanding options exercisable within 60 days of April 28, 2017.
8 SHARED DISPOSITIVE POWER
2,263,006 shares, of which 2,241,123 shares are directly owned by Delphi VIII and 21,883 shares are directly owned by DBI VIII.  Pakianathan is a managing member of DMP VIII, the general partner of each of Delphi VIII and DBI VIII, and may be deemed to have shared power to dispose of these shares.

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH

REPORTING PERSON

2,303,006

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*

¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

4.9%

12

TYPE OF REPORTING PERSON*

IN

 

 

 

 

CUSIP NO.   48576U106 13D Page 8 of 12

 

1 NAME OF REPORTING PERSON               Douglas A. Roeder (“Roeder”)
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)   ¨   (b)   x

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

 5 SOLE VOTING POWER
0 shares.
6 SHARED VOTING POWER
2,263,006 shares, of which 2,241,123 shares are directly owned by Delphi VIII and 21,883 shares are directly owned by DBI VIII.  Roeder is a managing member of DMP VIII, the general partner of each of Delphi VIII and DBI VIII, and may be deemed to have shared power to vote these shares.
7 SOLE DISPOSITIVE POWER
0 shares.
8 SHARED DISPOSITIVE POWER
2,263,006 shares, of which 2,241,123 shares are directly owned by Delphi VIII and 21,883 shares are directly owned by DBI VIII.  Roeder is a managing member of DMP VIII, the general partner of each of Delphi VIII and DBI VIII, and may be deemed to have shared power to dispose of these shares.

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON

2,263,006

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*

¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

4.8%

12

TYPE OF REPORTING PERSON*

IN

 

 

 

 

CUSIP NO.   48576U106 13D Page 9 of 12

 

ITEM 1.SECURITY AND ISSUER.

 

This Amendment No. 2 to Schedule 13D relates to the beneficial ownership of the common stock, par value $0.0001 per share (the “Common Stock”), of Karyopharm Therapeutics Inc., a Delaware corporation (the “Company”), by the Reporting Persons and supplements and amends the Schedule 13D originally filed with the Securities and Exchange Commission (the “SEC”) on November 15, 2013 and amended on February 14, 2017 (as amended, the “Original Schedule 13D”) to reflect changes resulting solely from the impact of changes in the number of outstanding shares of the Common Stock in connection with a follow-on public offering (the “Follow-On Offering”) and sales of Common Stock under an at-the-market offering program (the “ATM Offering”). Only those items that are hereby reported are amended; all other items reported in the Original Schedule 13D remain unchanged. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable. Capitalized terms not defined in this Amendment No. 2 have the meanings ascribed to them in the Original Schedule 13D. The Company’s principal executive offices are located at 2 Mercer Road, Natick, Massachusetts 01760.

 

ITEM 2.IDENTITY AND BACKGROUND.

 

Items 2(a)-(c) and 5(f) of the Original Schedule 13D are hereby amended and restated in their entirety as follows:

 

(a-c, f) This Schedule 13D is being filed on behalf of: (i) Delphi Ventures VIII, L.P., a Delaware limited partnership (“Delphi VIII”), (ii) Delphi BioInvestments VIII, L.P., a Delaware limited partnership (“DBI VIII”), (iii) Delphi Management Partners VIII, L.L.C., a Delaware limited liability company (“DMP VIII”), and (iv) James J. Bochnowski (“Bochnowski”), a citizen of the United States, (v) David L. Douglass (“Douglass”), a citizen of the United States, (vi) Deepika R. Pakianathan (“Pakianathan”), a citizen of the United States, and (vii) Douglas A. Roeder (“Roeder”), a citizen of the United States (the foregoing entities and individuals are collectively referred to as the “Reporting Persons”).

 

Delphi VIII and DBI VIII are venture capital funds. DMP VIII is the general partner of each of Delphi VIII and DBI VIII. Bochnowski, Douglass, Pakianathan and Roeder are the managing members of DMP VIII (collectively, the “Managing Members”). The principal business office of the Reporting Persons is 16 Bovet Road, Suite #408, San Mateo, California 94402.

 

ITEM 5.INTEREST IN SECURITIES OF THE ISSUER.

 

Items 5(a), 5(b) and 5(e) of the Original Schedule 13D are hereby amended and restated in their entirety as follows:

 

(a,b)        Regarding aggregate beneficial ownership, see Row 9 of the cover page of each Reporting Person. Regarding percentage beneficial ownership, see Row 11 of the cover page of each Reporting Person. Regarding sole power to vote shares, see Row 5 of the cover page of each Reporting Person. Regarding shared power to vote shares, see Row 6 of the cover page of each Reporting Person. Regarding sole power to dispose of shares, see Row 7 of the cover page of each Reporting Person. Regarding shared power to dispose of shares, see Row 8 of the cover page of each Reporting Person. Aggregate beneficial ownership is based on 47,118,234 shares of Common Stock outstanding as of April 28, 2017. Although none of the Reporting Persons acquired any shares of Common Stock from the date of the Original Schedule 13D through April 28, 2017 (the “Interim Period”), during the Interim Period there was a material change in the percentage of Common Stock that the Reporting Persons are deemed to beneficially own as a result of the Follow-On Offering and the ATM Offering.

 

(e)            The Reporting Persons ceased to be beneficial owners of 5% or more of the Company’s Common Stock on April 28, 2017.

 

 

 

 

CUSIP NO.   48576U106 13D Page 10 of 12

 

SIGNATURES

 

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.

 

Date: June 6, 2017

 

  DELPHI VENTURES VIII, L.P.
     
  By:   Delphi Management Partners VIII, L.L.C.
    General Partner
     
  By: /s/ Matthew T. Potter
    Name: Matthew T. Potter
    Title: Chief Financial Officer/Attorney-In-Fact
     
  DELPHI BIOINVESTMENTS VIII, L.P.
     
  By:   Delphi Management Partners VIII, L.L.C.
    General Partner
     
  By: /s/ Matthew T. Potter
    Name: Matthew T. Potter
    Title: Chief Financial Officer/Attorney-In-Fact
     
  DELPHI MANAGEMENT PARTNERS VIII, L.L.C.
     
  By: /s/ Matthew T. Potter
    Name: Matthew T. Potter
    Title: Chief Financial Officer/Attorney-In-Fact

 

* Signed pursuant to a Power of Attorney already on file with the appropriate agencies.

 

 

 

 

CUSIP NO.   48576U106 13D Page 11 of 12

 

  JAMES J. BOCHNOWSKI
   
  DAVID L. DOUGLASS
   
  DEEPIKA R. PAKIANATHAN
   
  DOUGLAS A. ROEDER
   
  By: /s/ Matthew T. Potter
    Name: Matthew T. Potter
    Title: Chief Financial Officer/Attorney-In-Fact

 

* Signed pursuant to a Power of Attorney already on file with the appropriate agencies.

 

 

 

 

CUSIP NO.   48576U106 13D Page 12 of 12

 

exhibit A

 

Agreement of Joint Filing

 

The Reporting Persons agree that a single Schedule 13D (or any amendment thereto) relating to the Common Stock of Karyopharm Therapeutics Inc. shall be filed on behalf of each of the Reporting Persons. Note that copies of the applicable Agreement of Joint Filing are already on file with the appropriate agencies.