SEC Form 3 · accession 0001104659-16-134416

Kadmon Holdings, Inc. · KDMN

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Alexandria Forbes

Director

Period of report

Jul 26, 2016

Accepted (ET)

Jul 26, 2016 · 6:25 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001557142

Table I — non-derivative securities

Security	Date	Code	Shares	A/D	Owned after	D/I	Nature of ownership
Common Stock, par value $0.001	holding	—	—	—	770	D
Common Stock, par value $0.001^F1,F2	holding	—	—	—	79,080	I	See Footnotes
Common Stock, par value $0.001^F3,F4	holding	—	—	—	10,966	I	See Footnotes

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	13,847	—	D
Stock Option (right to buy)^F5	$12.00	holding	—	—	—	—	Dec 31, 2025	Common Stock, par value $0.001	3,077	—	D
Equity Appreciation Rights Unit^F6,F7,F8	—	holding	—	—	—	—	Dec 16, 2024	Common Stock, par value $0.001	356,724	—	D

Explanation of responses

F1Shares held directly by Kadmon I, LLC. Based on Ms. Forbes's approximately 0.2% membership interest in Kadmon I, LLC as an investor plus an economic interest as a founder that in aggregate entitles her to approximately 1.5% 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, she will be entitled to approximately 3.3% 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.
F2Mr. Gordon and Ms. Forbes disclaim beneficial ownership of the reported securities except to the extent of their 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.
F3Shares held directly by Kadmon I, LLC. Based on Aigle Healthcare Partners I, LLC ("Aigle") 1.7% membership interest in Kadmon I, LLC as an investor that entitles it to 1.7% 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, it will be entitled to 1.0% of any incremental distributions from Kadmon I, LLC. Ms. Forbes holds 12% minority interest in Aigle. By virtue of the relationships described herein, Ms. Forbes may be deemed to share beneficial ownership of 12% of the securities held by Aigle.
F4Mr. 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 Ms. Forbes disclaims beneficial ownership of the reported 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.
F5The option becomes exercisable on December 31, 2016.
F6Each equity appreciation rights (EAR) award entitles the holder to receive a payment having an aggregate value equal to the product of (i) the excess of (A) the highest fair market value during the period beginning on the applicable vesting date and ending on the date of settlement of one EAR unit over (B) the base price, and (ii) the number of EAR units granted.
F7The EAR units vest on the earlier of (a) the expiration date of December 16, 2024 if an IPO is consummated on or before December 16, 2024, subject to the holder remaining continuously in service through the expiration date of the award (or incurring a termination due to death or disability within one year prior to such date) or (b) the date of a change in control (excluding an IPO) that occurs after the submission date of a registration statement on Form S-1 to the SEC but prior to December 16, 2024 (subject to continuing service through the date of the Form S-1 submission or, if earlier, the date of any material agreement or filing made in furtherance of the applicable change in control transaction).
F8The EAR units also vest upon the fair market value of each EAR unit exceeding 333% of the $6.00 grant price ($20.00) per share prior to December 16, 2024, subject to continuing service through the date of the Form S-1 submission. Each payment under the award will be made in a lump sum and is considered a separate payment. Kadmon Holdings, Inc. reserves the right to make payment in the form of common stock following the consummation of an IPO or in connection with a change in control, subject to the terms of the LTIP. In the event Kadmon Holdings, Inc. elects to settle the award using its common stock, the value of the award will be determined using the fair market value of the common stock on the trading date immediately preceding the settlement date and the award payment will be limited to a maximum share allocation. The holder has no right to demand a particular form of payment.

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.