Statement of Ownership (sc 13g)

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

Strongbridge Biopharma plc

(Name of Issuer)

Ordinary Shares

(Title of Class of Securities)

G85347105

(CUSIP Number)

December 28, 2016

(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. G85347105
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 3,000,000 ⁽¹⁾
		6	SHARED VOTING POWER 0
		7	SOLE DISPOSITIVE POWER 3,000,000 ⁽¹⁾
		8	SHARED DISPOSITIVE POWER 0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,000,000 ⁽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) 8.52% ⁽²⁾
12	TYPE OF REPORTING PERSON (See Instructions) OO

⁽¹⁾	The shares 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 35,205,382 Ordinary Shares outstanding, calculated based on 21,205,382 Ordinary Shares outstanding on September 30, 2016, as adjusted to reflect the additional 14,000,000 Ordinary Shares issued pursuant to the issuer’s private placement that closed on December 28, 2016, as disclosed in the report on Form 6-K filed by the issuer on December 30, 2016.

I TEM 1. (a)

N AME OF I SSUER :

Strongbridge Biopharma plc

(b)

A DDRESS OF I SSUER ’ S P RINCIPAL E XECUTIVE O FFICES :

900 Northbrook Drive, Suite 200, Trevose, PA 19053

I TEM 2. (a)

N AME OF P ERSON F ILING :

Vivo Capital VIII, LLC

(b)

A DDRESS OF P RINCIPAL B USINESS O FFICE OR , IF N ONE , R ESIDENCE :

505 Hamilton Street, Suite 200, Palo Alto, CA 94301

(c)

C ITIZENSHIP :

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

(d)

T ITLE OF C LASS OF S ECURITIES :

Ordinary Shares

(e)

CUSIP N UMBER :

G85347105

I TEM 3.

I F T HIS S TATEMENT IS F ILED P URSUANT TO §§ 240.13d-1(b), OR 240.13d-2(b) OR (c), C HECK W HETHER THE P ERSON F ILING 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.

I TEM 4.

O WNERSHIP .

(a)

A MOUNT BENEFICIALLY OWNED :

The Ordinary Shares 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.: 2,636,000 Ordinary Shares.

•

Vivo Capital Surplus Fund VIII, L.P.: 364,000 Ordinary Shares.

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)

P ERCENT OF CLASS :

8.52% (based on 35,205,382 Ordinary Shares outstanding, calculated based on 21,205,382 Ordinary Shares outstanding on September 30, 2016, as adjusted to reflect the additional 14,000,000 Ordinary Shares issued pursuant to the issuer’s private placement that closed on December 28, 2016, as disclosed in the report on Form 6-K filed by the issuer on December 30, 2016).

(c)

N UMBER OF SHARES AS TO WHICH SUCH PERSON HAS :

(i)

Sole power to vote or to direct the vote: 3,000,000

(ii)

Shared power to vote or to direct the vote: 0

(iii)

Sole power to dispose or to direct the disposition of: 3,000,000

(iv)

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

I TEM 5.

O WNERSHIP OF F IVE P ERCENT OR L ESS OF A C LASS .

Not Applicable.

I TEM 6.

O WNERSHIP OF M ORE THAN F IVE P ERCENT ON B EHALF OF A NOTHER P ERSON .

Not Applicable.

I TEM 7.

I DENTIFICATION AND C LASSIFICATION OF THE S UBSIDIARY W HICH A CQUIRED THE S ECURITY B EING R EPORTED ON BY THE P ARENT H OLDING C OMPANY OR C ONTROL P ERSON .

Not Applicable.

I TEM 8.

I DENTIFICATION AND C LASSIFICATION OF M EMBERS OF THE G ROUP .

Not applicable.

I TEM 9.

N OTICE OF D ISSOLUTION OF G ROUP .

Not applicable.

I TEM 10.

C ERTIFICATIONS .

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 §240.14a-11.

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

January 6, 2016

(Date)

/s/ Albert Cha

(Signature)

Managing Member

(Title)

Strongbridge Biopharma (NASDAQ:SBBP)
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