Page 9 of 12 – SEC Filing
| 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.
