FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Vivo Capital VIII, LLC

2. Date of Event Requiring Statement (MM/DD/YYYY)
11/22/2016 

3. Issuer Name and Ticker or Trading Symbol

BioPharmX Corp [BPMX]

(Last)        (First)        (Middle)

575 HIGH STREET, SUITE 201

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                            ___ X ___ 10% Owner
_____ Officer (give title below)          _____ Other (specify below)

(Street)

PALO ALTO, CA 94301       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person


Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4) 		2. Amount of Securities Beneficially Owned
(Instr. 4) 		3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5) 		4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock   12814286.0000   I   See Footnote   (1)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4) 		2. Date Exercisable and Expiration Date
(MM/DD/YYYY) 		3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4) 		4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5) 		6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Class A Warrants (right to buy)     (2) 11/22/2023   Common Stock   12857143.0000   $0.3500   I   See Footnote   (1)
Series A Convertible Preferred Stock     (3)   (3) Common Stock   4328571.0000   $0.3500   I   See Footnote   (1)

Explanation of Responses:
( 1)  These shares are owned directly by Vivo Capital Fund VIII, L.P. and Vivo Capital Surplus Fund VIII, L.P., which are the record owners of these 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. and disclaims beneficial ownership over these shares except to the extent of its pecuniary interest therein. 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 except to the extent of his pecuniary interest therein. The inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.
( 2)  Class A warrants will be exercisable on the later of (i) the first trading day following the one (1) year anniversary of the issuance date and (ii) the first trading day following the date of the issuer's first meeting of stockholders after the issuance date in which the necessary stockholders approve an amendment to the Issuer's Certificate of Incorporation; in addition, Class A warrant holder(s) will be prohibited from exercising the Class A warrants if and to the extent, as a result of such exercise, the holder, together with its affiliates and certain related parties, and any persons acting as a group together with such holder or any affiliate (collectively, "affiliates"), would own more than 19.9% of the total number of shares of our common stock issued and outstanding at the time of exercise (absent the occurrence of a fundamental transaction as defined in the Class A warrants). The Class A warrants will expire 7 years after the exercisability date.
( 3)  Series A Convertible Preferred Stock has a stated value of $1,000 per share and is convertible into shares of common stock at $0.35 per share (the public offering price of the Class A Units); provided, however, that, for 18 months following the date of issuance, holders of shares of Series A convertible preferred stock will be prohibited from converting such shares into shares of common stock if and to the extent, as a result of such conversion, the holder, together with its affiliates, would beneficially own more than 19.9% of the total number of shares of our common stock outstanding at the time of such conversion. Shares of Series A convertible preferred stock do not generally have any voting rights unless and until converted into shares of common stock.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Vivo Capital VIII, LLC
575 HIGH STREET, SUITE 201
PALO ALTO, CA 94301
X


Signatures
/s/ Albert Cha, Managing Member 12/2/2016
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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