Check the appropriate box to designate
the rule pursuant to which this Schedule is filed:
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).
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1
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NAMES OF REPORTING PERSONS
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Vivo Capital VIII, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
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(a) ☒
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(b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
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4,969,695 (1)
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6
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SHARED VOTING POWER
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0
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7
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SOLE DISPOSITIVE POWER
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4,969,695 (1)
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8
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SHARED DISPOSITIVE POWER
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0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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4,969,695 (1)
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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3.2% (2)
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12
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TYPE OF REPORTING PERSON (See Instructions)
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OO
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(1)
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The number includes (i) 3,636,363 shares of common stock, par value $0.001 per share (“Common Stock”) and (ii)
1,333,332 shares of Common Stock issuable upon exercise of 1,333,332 warrants. The exercise of the 1,333,332 warrants are subject
to a beneficial ownership limitation of 9.99% of the Issuer’s outstanding shares of Common Stock. 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.
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(2)
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Based on (i) 155,634,540 shares of Common Stock of the Issuer outstanding as of November 14, 2019, as disclosed in the prospectus
supplement filed by the Issuer on November 14, 2019 with the Securities and Exchange Commission (“SEC”) pursuant to
Rule 424(b)(5), which forms part of the Issuer’s Registration Statement on Form S-3 (File No. 333-233766), plus (ii) 1,333,332
shares of Common Stock issuable upon exercise of 1,333,332 warrants.
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1
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NAMES OF REPORTING PERSONS
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Vivo Opportunity, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
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(a) ☒
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(b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
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10,293,771 (1)
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6
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SHARED VOTING POWER
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0
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7
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SOLE DISPOSITIVE POWER
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10,293,771 (1)
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8
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SHARED DISPOSITIVE POWER
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0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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10,293,771 (1)
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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6.6% (2)
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12
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TYPE OF REPORTING PERSON (See Instructions)
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OO
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(1)
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The shares of Common Stock are held of record by Vivo Opportunity Fund, L.P. Vivo Opportunity, LLC is the general partner of
Vivo Opportunity Fund, L.P.
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(2)
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Based on (i) 155,634,540 shares of Common Stock of the Issuer outstanding as of November 14, 2019, as disclosed in the prospectus
supplement filed by the Issuer on November 14, 2019 with the SEC pursuant to
Rule 424(b)(5), which forms part of the Issuer’s Registration Statement on Form S-3 (File No. 333-233766), plus (ii) 1,333,332
shares of Common Stock issuable upon exercise of 1,333,332 warrants.
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Item 1. (a)
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Name of Issuer:
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Kadmon
Holdings, Inc.
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(b)
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Address of Issuer's Principal Executive Offices:
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450
East 29th Street
New
York, New York 10016
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Item 2. (a)
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Name of Person Filing:
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This
13G Amendment No. 3 is filed jointly by Vivo Capital VIII, LLC and Vivo Opportunity, LLC.
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(b)
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Address of Principal Business Office or, if None, Residence:
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192
Lytton Avenue, Palo Alto, CA 94301
Vivo
Capital VIII, LLC is a Delaware limited liability company.
Vivo
Opportunity, LLC is a Delaware limited liability company.
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(d)
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Title of Class of Securities:
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Common
Stock
48283N106
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Item 3.
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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:
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(a)
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☐
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Broker or dealer registered under Section 15 of the Act.
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(b)
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☐
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Bank as defined in Section 3(a)(6) of the Act.
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(c)
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☐
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Insurance company as defined in Section 3(a)(19) of the Act.
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(d)
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☐
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Investment company registered under Section 8 of the Investment Company Act of 1940.
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(e)
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☐
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An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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(f)
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☐
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An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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(g)
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☐
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A parent holding company or control person in accordance with § 240.13d-1(b)(l)(ii)(G);
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(h)
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☐
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
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(i)
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☐
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A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
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(j)
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☐
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A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);
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(k)
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☐
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Group, in accordance with § 240.13d-1(b)(l)(ii)(K).
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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.
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(a)
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Amount beneficially
owned:
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(1)
Vivo Capital VIII, LLC
The
3,636,363 shares of Common Stock and warrants exercisable into 1,333,332 shares of Common Stock are held 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. The voting
members of Vivo Capital VIII, LLC are Frank Kung, Edgar Engleman, Albert Cha, Shan Fu and Chen Yu, none of whom has individual
voting or investment power with respect to these shares and each of whom disclaims beneficial ownership of such shares.
(2)
Vivo Opportunity, LLC
The
10,293,771 shares of Common Stock are held of record by Vivo Opportunity Fund, L.P. Vivo Opportunity, LLC is the general partner
of Vivo Opportunity Fund, L.P. The voting members of Vivo Opportunity, LLC are Albert Cha, Gaurav Aggarwal, Shan Fu, Frank Kung
and Michael Chang, none of whom has individual voting or investment power with respect to these shares and each of whom disclaims
beneficial ownership of such shares.
Vivo
Capital VIII, LLC: 3.2%
Vivo
Opportunity, LLC: 6.6%
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(c)
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Number of shares
as to which such person has:
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(i)
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Sole power to vote or to direct the vote:
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Vivo
Capital VIII, LLC: 4,969,695 shares
Vivo
Opportunity, LLC: 10,293,771 shares
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(ii)
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Shared
power to vote or to direct the vote: 0
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(iii)
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Sole power to dispose or to direct the disposition of:
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Vivo
Capital VIII, LLC: 4,969,695 shares
Vivo
Opportunity, LLC: 10,293,771 shares
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(iv)
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Shared power to dispose of or to direct the disposition of: 0
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Item 5.
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Ownership of Five Percent or Less of a Class.
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Not
Applicable.
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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Not
Applicable.
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Item 7.
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Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
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Not
Applicable.
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Item 8.
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Identification and Classification of Members of the Group.
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Not
applicable.
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Item 9.
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Notice of Dissolution of Group.
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Not
applicable.
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.
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Vivo Capital VIII, LLC
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February 13, 2020
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(Date)
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/s/ Albert Cha
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(Signature)
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Managing Member
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(Title)
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Vivo Opportunity, LLC
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February 13, 2020
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(Date)
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/s/ Albert Cha
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(Signature)
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Managing Member
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(Title)
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7