SEC Form 3 · accession 0001104659-16-134409
Kadmon Holdings, Inc. · KDMN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
D. Dixon Boardman
Director
Period of report
Jul 26, 2016
Accepted (ET)
Jul 26, 2016 · 6:14 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001557142
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, par value $0.001 | holding | — | — | — | 35,010 | D | ||
| Common Stock, par value $0.001F1 | holding | — | — | — | 10,901 | I | See Footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (right to buy) | $12.00 | holding | — | — | — | Jul 26, 2016 | Aug 11, 2021 | Common Stock, par value $0.001 | 1,539 | — | D |
| Stock Option (right to buy) | $12.00 | holding | — | — | — | Jul 26, 2016 | Jun 25, 2022 | Common Stock, par value $0.001 | 1,539 | — | D |
| Stock Option (right to buy) | $12.00 | holding | — | — | — | Jul 26, 2016 | Dec 19, 2023 | Common Stock, par value $0.001 | 1,539 | — | D |
| Stock Option (right to buy) | $12.00 | holding | — | — | — | Jul 26, 2016 | Dec 31, 2024 | Common Stock, par value $0.001 | 6,154 | — | D |
| Stock Option (right to buy)F2 | $12.00 | holding | — | — | — | — | Dec 31, 2025 | Common Stock, par value $0.001 | 3,077 | — | D |
Explanation of responses
- F1Shares held directly by Kadmon I, LLC. Based on Mr. Boardman's economic interest as a founder of Kadmon I, LLC, which entitles him to approximately 0.2% of the distributions from Kadmon I, LLC until the investors in Kadmon I, LLC have received aggregate distributions equal to four times (4x) the amount of their initial capital contributions and, after the investors have received such preferred return, he will be entitled to approximately 0.5% of any incremental distributions from Kadmon I, LLC. Mr. Steven N. Gordon is the managing member of Kadmon I, LLC and as such has sole voting and dispositive power over its shares. Mr. Gordon and Mr. Boardman disclaim beneficial ownership of the reported securities except to the extent of their respective 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.
- F2The option becomes exercisable on December 31, 2016.
Remarks
This filing reflects the conversion of Kadmon Holdings, LLC, a Delaware limited liability company, into Kadmon Holdings, Inc., a Delaware corporation, pursuant to a statutory conversion set to occur on or about July 26, 2016.