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

SCHEDULE 13G

Under the Securities Exchange Act of 1934

Kadmon Holdings, Inc.

(Name of Issuer)

Common Stock, $0.001 par value

(Title of Class of Securities)

48283N106

(CUSIP Number)

September 25, 2017

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to
designate the rule pursuant to which this Schedule is filed:

☐

Rule 13d-1(b)

☒

Rule 13d-1(c)

☐

Rule 13d-1(d)

*

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 the disclosures provided in a prior cover page.

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

CUSIP No. 48283N106
1	NAMES OF REPORTING PERSONS
	Vivo Capital VIII, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
	(a) ☐
	(b) ☐
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
			4,666,665 (1)
		6	SHARED VOTING POWER
			0
		7	SOLE DISPOSITIVE POWER
			4,666,665 (1)
		8	SHARED DISPOSITIVE POWER
			0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	4,666,665 (1)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	6.0% (2)
12	TYPE OF REPORTING PERSON (See Instructions)
	OO

(1)

Includes (i) 3,333,333 shares of common stock, $0.001 par value (“Common Stock”) of Kadmon Holdings, Inc. (the “Issuer”), and (ii) 1,333,332 shares of Common Stock of the Issuer, issuable upon the exercise of 3,333,333 warrants exercisable within 60 days of September 25, 2017 (the “Reporting Date”), with each warrant representing the right to purchase 0.4 of a share of Common Stock, provided that the warrant holders will be prohibited from exercising the warrants, if after giving effect to such exercise, the warrant holders 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. 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. Vivo Capital VIII, LLC is the general partner of both Vivo Capital Fund VIII, L.P. and Vivo Capital Surplus Fund VIII, L.P.

(2)

Based on 75,846,521 shares of Common Stock of the Issuer outstanding after an underwritten offering in which the reporting person purchased the shares of Common Stock and the warrants, as disclosed in the prospectus supplement filed by the Issuer on September 27, 2017, pursuant to Rule 424(b)(5) under the Securities Act of 1933, which is part of the Issuer’s Registration Statement on Form S-3 (File No. 333-219712).

Item 1. (a)

Name of Issuer:

Kadmon
Holdings, Inc.

(b)

Address of Issuer’s Principal Executive Offices:

450
East 29th Street

New
York, New York 10016

 

Item 2. (a)

Name of Person Filing:

Vivo
Capital VIII, LLC

 

(b)

Address of Principal Business Office or, if None, Residence:

505
Hamilton Avenue, Suite 207, Palo Alto, CA 94301

 

(c)

Citizenship:

Vivo
Capital VIII, LLC is a Delaware limited liability company.

 

(d)

Title of Class of Securities:

 

Common
Stock

 

(e)

CUSIP Number:

 

48283N106

 

Item 3.

If This Statement is Filed Pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), Check Whether the Person Filing is a:

(a)

☐

Broker or dealer registered under Section 15 of the Act.

(b)

☐

Bank as defined in Section 3(a)(6) of the Act.

(c)

☐

Insurance company as defined in Section 3(a)(19) of the Act.

(d)

☐

Investment company registered under Section 8 of the Investment Company Act of 1940.

(e)

☐

An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);

(f)

☐

An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);

(g)

☐

A parent holding company or control person in accordance with § 240.13d-1(b)(l)(ii)(G);

(h)

☐

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

(i)

☐

A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;

(j)

☐

A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);

(k)

☐

Group, in accordance with § 240.13d-1(b)(l)(ii)(K).

If filing as a non-U.S. institution
in accordance with § 240.13d-1(b)(1(ii)(j), please specify the type of institution:
________________

Not Applicable.

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.

 

 

Item 9.

Notice of Dissolution of Group.

Not
applicable.

 

Item 10.

Certifications.

By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than
activities solely in connection with a nomination under §240.14a11.

 

 

SIGNATURE

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.

	Vivo Capital VIII, LLC
	October 5, 2017
	(Date)
	/s/ Albert Cha
	(Signature)
	Managing Member
	(Title)