Sec Form 4 Filing - Vivo Capital Fund VIII, L.P. @ BioPharmX Corp - 2017-04-28

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Vivo Capital Fund VIII, L.P. 2. Issuer Name and Ticker or Trading Symbol BioPharmX Corp [ BPMX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 505 HAMILTON AVENUE, SUITE 207 3. Date of Earliest Transaction (MM/DD/YY) 04/28/2017 (Street) PALO ALTO, CA94301 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 04/28/2017 P 1,282,052 A $ 0.78 14,096,338 I See Footnote ( 1 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Common Stock Warrant (right to buy) ( 3 ) $ 0.9 04/28/2017 P 641,026 ( 2 ) 10/28/2022 Common Stock 641,026 $ 0 641,026 ( 2 ) I See Footnote ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Vivo Capital Fund VIII, L.P. 505 HAMILTON AVENUE, SUITE 207 PALO ALTO, CA94301 X Signatures /s/ Frank Kung, Managing Member of Vivo Capital VIII, LLC 05/01/2017 Signature of Reporting Person Date

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 may be deemed to beneficially own such shares. 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. ( 2 )These warrants will be exercisable at any time on or after October 28, 2017, provided that the warrant holder(s) will be prohibited from exercising this warrant, if after giving effect to such exercise, the holder(s) (together with such holder(s)'s affiliates and any other persons acting as a group together) would beneficially own in excess of 19.99% of the shares of common stock of the Issuer outstanding immediately after giving effect to such exercise. These warrants will expire on October 28, 2022. ( 3 )These warrants are granted to Vivo Capital Fund VIII, L.P. and Vivo Capital Surplus Fund VIII, L.P., which are the record owners of these warrants. 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 may be deemed to beneficially own such warrants. 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 warrants and each of whom disclaims beneficial ownership of such warrants except to the extent of his pecuniary interest therein.

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 4(b)(v).

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