SEC Form 3 · accession 0001104659-16-134426
Kadmon Holdings, Inc. · KDMN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Shengda Zan
Director
Period of report
Jul 26, 2016
Accepted (ET)
Jul 26, 2016 · 6:36 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 $0.001F1 | holding | — | — | — | 412,299 | I | See Footnote | |
| Common Stock, par value $0.001F2 | holding | — | — | — | 1,775,082 | 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 | Jan 6, 2025 | Common Stock, par value $0.001 | 6,154 | — | D |
| Stock Option (right to buy)F3 | $12.00 | holding | — | — | — | — | Dec 31, 2025 | Common Stock, par value $0.001 | 3,077 | — | D |
Explanation of responses
- F1Shares held directly by Alpha Spring Limited. Mr. Zan is the sole director of Alpha Spring Limited and, as such, has sole voting and dispositive power over Alpha Spring Limited. Mr. Zan disclaims beneficial ownership of the securities held by Alpha Spring Limited, except to the extent of his pecuniary interest therein, if any, 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.
- F2Shares of our common stock issuable to Alpha Spring Limited following mandatory conversion of second-lien convertible paid-in-kind notes. Mr. Zan is the sole director of Alpha Spring Limited and, as such, has sole voting and dispositive power over Alpha Spring Limited. Mr. Zan disclaims beneficial ownership of the securities held by Alpha Spring Limited, except to the extent of his pecuniary interest therein, if any, 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.
- F3The 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.