13G Filing: VIVO Capital VIII, LLC and Kadmon Holdings Inc (KDMN)

Item 4.

Ownership.

(a)       Amount
beneficially owned:

 

The
shares of Common Stock and the warrants are held of record by Vivo Capital Fund VIII, L.P. and Vivo Capital Surplus Fund VIII,
L.P., as follows:

 

●

Vivo Capital Fund VIII, L.P.: 2,928,889  shares of Common Stock, and 1,171,555 shares of Common Stock issuable upon exercise of 2,928,889 warrants exercisable within 60 days of the Reporting Date, with each warrant representing the right to purchase 0.4 of a share of Common Stock, provided that Vivo Capital Fund VIII, L.P. will be prohibited from exercising the warrants, if after giving effect to such exercise, it (together with Vivo Capital Surplus Fund VIII, L.P.) would beneficially own in excess of 9.99% of the shares of Common Stock of the Issuer outstanding immediately after giving effect to such exercise.

●

Vivo Capital Surplus Fund VIII, L.P.: 404,444 shares of Common Stock, and 161,777 shares of Common Stock issuable upon exercise of 404,444 warrants exercisable within 60 days of the Reporting Date, with each warrant representing the right to purchase 0.40 of a share of Common Stock, provided that Vivo Capital Surplus Fund VIII, L.P. will be prohibited from exercising the warrants, if after giving effect of such exercise, it (together with Vivo Capital Fund VIII, L.P.) would beneficially own in excess 9.99% of the shares of Common Stock of the Issuer outstanding immediately after giving effect to such exercise.

 

Vivo
Capital VIII, LLC is the general partner of both Vivo Capital Fund VIII, L.P. and Vivo Capital Surplus Fund VIII, L.P. The voting
members of Vivo Capital VIII, LLC are Frank Kung, Albert Cha, Edgar Engleman, Chen Yu and Shan Fu, none of whom has individual
voting or investment power with respect to these shares and each of whom disclaims beneficial ownership of such shares.

 

(b)       Percent
of class:

 

6.0%

(c)       Number
of shares as to which such person has:

(i)

Sole power to vote or to direct the vote: 4,666,665

(ii)

Shared power to vote or to direct the vote: 0

(iii)

Sole power to dispose or to direct the disposition of: 4,666,665

(iv)

Shared power to dispose of or to direct the disposition of: 0

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 or Control Person.

Not
Applicable.

 

Item 8.

Identification and Classification of Members of the Group.

 

Not
applicable.