SEC FORM 4

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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

1. Name and Address of Reporting Person^*

Vivo Capital VIII, LLC

(Last)

(First)

(Middle)

505 HAMILTON AVE, SUITE 207

(Street)

PALO ALTO

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Menlo Therapeutics, Inc. [ MNLO ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
01/25/2018

4. If Amendment, Date of Original Filed (Month/Day/Year)

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

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

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/25/2018		P		258,432	A	$17	258,432	I	By Vivo Capital Fund VIII, L.P.⁽¹⁾⁽²⁾
Common Stock	01/25/2018		P		35,686	A	$17	35,686	I	By Vivo Capital Surplus Fund III, L.P.⁽¹⁾⁽²⁾
Common Stock	01/29/2018		C		2,348,550	A	⁽³⁾	2,606,982	I	By Vivo Capital Fund VIII, L.P.⁽¹⁾⁽²⁾
Common Stock	01/29/2018		C		324,306	A	⁽³⁾	359,992	I	By Vivo Capital Surplus Fund III, L.P.⁽¹⁾⁽²⁾
Common Stock	01/29/2018		C		917,559	A	⁽³⁾	3,524,541	I	By Vivo Capital Fund VIII, L.P.⁽¹⁾⁽²⁾
Common Stock	01/29/2018		C		126,703	A	⁽³⁾	486,695	I	By Vivo Capital Surplus Fund III, L.P.⁽¹⁾⁽²⁾

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series B Preferred Stock	⁽³⁾	01/29/2018		C			6,335,215	⁽³⁾	⁽³⁾	Common Stock	2,348,550	$0.00⁽³⁾	0	I	By Vivo Capital Fund VIII, L.P.⁽¹⁾⁽²⁾
Series B Preferred Stock	⁽³⁾	01/29/2018		C			874,817	⁽³⁾	⁽³⁾	Common Stock	324,306	$0.00⁽³⁾	0	I	By Vivo Capital Surplus Fund III, L.P.⁽¹⁾⁽²⁾
Series C Preferred Stock	⁽³⁾	01/29/2018		C			2,475,118	⁽³⁾	⁽³⁾	Common Stock	917,559	$0.00⁽³⁾	0	I	By Vivo Capital Fund VIII, L.P.⁽¹⁾⁽²⁾
Series C Preferred Stock	⁽³⁾	01/29/2018		C			341,784	⁽³⁾	⁽³⁾	Common Stock	126,703	$0.00⁽³⁾	0	I	By Vivo Capital Surplus Fund III, L.P.⁽¹⁾⁽²⁾

1. Name and Address of Reporting Person^*

Vivo Capital VIII, LLC

(Last)

(First)

(Middle)

505 HAMILTON AVE, SUITE 207

(Street)

PALO ALTO

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Vivo Capital Surplus Fund VIII, L.P.

(Last)

(First)

(Middle)

C/O VIVO CAPITAL VIII, LLC

505 HAMILTON AVE, SUITE 207

(Street)

PALO ALTO

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Vivo Capital Fund VIII, L.P.

(Last)

(First)

(Middle)

505 HAMILTON AVE, SUITE 207

(Street)

PALO ALTO

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. Vivo Capital VIII, LLC ("Vivo LLC") is the general partner of each of Vivo Capital Fund VIII, L.P. ("VCF") and Vivo Capital Surplus Fund VIII, L.P. ("VCSF"), the record holder of the securities, and disclaims beneficial ownership over such securities except to the extent of its pecuniary interest therein, and the inclusion of these securities 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. Albert Cha, a director of the issuer, Frank Kung, Edgar Engleman, Chen Yu and Shan Fu are managing members of Vivo LLC and may be deemed to share voting and dispositive power over the securities held by VCF and VCSF. Each of these individuals disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein, and the inclusion of these securities 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.

3. Effective immediately prior to the closing of the Issuer's initial public offering of its common stock, each share of the Series B Preferred Stock and Series C Preferred Stock automatically converted into 0.3707 shares of the Issuer's common stock.

Remarks:

	/s/ Albert Cha as a managing member of Vivo Capital VIII, LLC	01/29/2018
	/s/ Albert Cha as a managing member of Vivo Capital VIII, LLC, the general partner of Vivo Capital Surplus Fund VIII, L.P.	01/29/2018
	/s/ Albert Cha as a managing member of Vivo Capital VIII, LLC, the general partner of Vivo Capital Fund VIII, L.P.	01/29/2018
	** 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 4 (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 Number.