Statement of Ownership (sc 13g)
December 02 2016 - 2:37PM
Edgar (US Regulatory)
Securities and Exchange Commission
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
BioPharmX
Corporation
(Name of Issuer)
Common Stock
(Title of
Class of Securities)
09072X101
(CUSIP Number)
November 22, 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:
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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.
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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.
09072X101
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1
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NAMES OF REPORTING PERSONS
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)
(a) ☐
(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
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
12,814,286
(1)
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6
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SHARED VOTING POWER
0
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7
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SOLE DISPOSITIVE POWER
12,814,286
(1)
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8
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SHARED DISPOSITIVE POWER
0
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9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,814,286
(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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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
19.9%
(2)
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12
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TYPE OF REPORTING PERSON (See
Instructions)
OO
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(1)
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The shares are held of record by Vivo Capital Fund VIII, L.P. and Vivo Capital Surplus Fund VIII, L.P., and 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 64,402,190 shares of common stock outstanding after the offering in which the reporting person purchased the shares, as disclosed in the prospectus filed by the issuer on November 23, 2016, pursuant
to Securities Act Rule 424(b)(1), which is part of the Registration Statement (File No. 333-214116) on
Form S-1
filed by the issuer.
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I
TEM
1.
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(a)
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N
AME
OF
I
SSUER
:
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BioPharmX Corporation.
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(b)
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A
DDRESS
OF
I
SSUER
’
S
P
RINCIPAL
E
XECUTIVE
O
FFICES
:
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1098 Hamilton Court, Menlo Park, California 94025
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I
TEM
2.
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(a)
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N
AME
OF
P
ERSON
F
ILING
:
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Vivo Capital VIII, LLC
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(b)
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A
DDRESS
OF
P
RINCIPAL
B
USINESS
O
FFICE
OR
,
IF
N
ONE
, R
ESIDENCE
:
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575 High Street, Suite 201, Palo Alto, CA 94301
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(c)
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C
ITIZENSHIP
:
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Vivo Capital VIII, LLC, is a Delaware limited liability company.
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(d)
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T
ITLE
OF
C
LASS
OF
S
ECURITIES
:
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Common Stock
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(e)
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CUSIP N
UMBER
:
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09072X101
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I
TEM
3.
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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
:
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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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Bank as defined in Section 3(a)(6) of the Act.
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(c)
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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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Investment company registered under Section 8 of the Investment Company Act of 1940.
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(e)
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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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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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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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A
MOUNT
BENEFICIALLY
OWNED
:
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The shares of
common stock are held of record by Vivo Capital Fund VIII, L.P. and Vivo Capital Surplus Fund VIII, L.P.:
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•
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Vivo Capital Fund VIII, L.P.: 11,259,486 shares
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•
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Vivo Capital Surplus Fund VIII, L.P.: 1,554,800 shares
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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.
19.9% (Based on
64,402,190 shares of common stock outstanding after the offering in which the reporting person purchased the shares, as disclosed in the prospectus filed by the issuer on November 23, 2016, pursuant to Securities Act Rule 424(b)(1),
which is part of the Registration Statement (File No. 333-214116) on
Form S-1
filed by the issuer).
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(c)
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N
UMBER
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: 12,814,286
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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: 12,814,286
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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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I
TEM
5.
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O
WNERSHIP
OF
F
IVE
P
ERCENT
OR
L
ESS
OF
A
C
LASS
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Not Applicable.
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I
TEM
6.
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O
WNERSHIP
OF
M
ORE
THAN
F
IVE
P
ERCENT
ON
B
EHALF
OF
A
NOTHER
P
ERSON
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Not Applicable.
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I
TEM
7.
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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
.
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Not Applicable.
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I
TEM
8.
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I
DENTIFICATION
AND
C
LASSIFICATION
OF
M
EMBERS
OF
THE
G
ROUP
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Not applicable.
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I
TEM
9.
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N
OTICE
OF
D
ISSOLUTION
OF
G
ROUP
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Not applicable.
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I
TEM
10.
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C
ERTIFICATIONS
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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.
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Vivo Capital VIII, LLC
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December 1, 2016
(Date)
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/s/ Albert Cha
(Signature)
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Managing Member
(Title)
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