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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CUSIP No. 48283N106
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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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2,867,777 (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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2,867,777 (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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2,867,777 (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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1.7% (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) 1,534,445 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 is subject to a beneficial ownership limitation of 9.99% of the Issuer’s
outstanding shares of Common Stock. The securities 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) 171,512,945 shares of Common Stock of the
Issuer outstanding as of November 2, 2020, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities
and Exchange Commission on November 5, 2020, plus (ii) 1,333,332 shares of Common Stock issuable upon exercise of 1,333,332 warrants.
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CUSIP No. 48283N106
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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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4,283,014 (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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4,283,014 (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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4,283,014 (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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2.5% (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) 171,512,945 shares of Common Stock of the
Issuer outstanding as of November 2, 2020, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities
and Exchange Commission on November 5, 2020, plus (ii) 1,333,332 shares of Common Stock issuable upon exercise of 1,333,332 warrants,
which are held of record by Vivo Capital Fund IX, L.P.
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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. 4 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
2,867,777 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 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.
(2)
Vivo Opportunity, LLC
The
4,283,014 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 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: 1.7%
Vivo Opportunity, LLC: 2.5%
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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: 2,867,777 shares
Vivo
Opportunity, LLC: 4,283,014 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: 2,867,777 shares
Vivo
Opportunity, LLC: 4,283,014 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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If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial
owner of more than 5 percent of the class of securities, check the following ☒.
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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 12, 2021
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(Date)
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/s/ Frank Kung
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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 12, 2021
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(Date)
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/s/ Gaurav Aggarwal
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(Signature)
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Managing Member
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(Title)
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7
