SEC Form 3 · accession 0001104659-16-136552

Kadmon Holdings, Inc. · KDMN

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

Reporting owner

Andrew B Cohen

Director

Period of report

Jul 26, 2016

Accepted (ET)

Aug 3, 2016 · 4:09 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	—	—	—	98,040	D
Common Stock, par value $0.001^F1	holding	—	—	—	686	I	See Footnote
Common Stock, par value $0.001^F2,F3	holding	—	—	—	959,495	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)^F4	$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. Cohen's less than 0.1% membership interest in Kadmon I, LLC as an investor that entitles him to less than 0.1% 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 less than 0.1% 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. Cohen 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.
F2Shares held directly by Kadmon I, LLC. Based on 72 KDMN Investments, LLC ("72 KDMN") 17.6% membership interest in Kadmon I, LLC as an investor that entitles it to 17.6% 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 11.0% of any incremental distributions from Kadmon I, LLC. Mr. Cohen holds an indirect minority interest in 72 KDMN and serves as a member of the board of managers of 72 KDMN, which board exercises voting and dispositive discretion with respect to the securities held by 72 KDMN. By virtue of the relationships described herein, Mr. Cohen may be deemed to share beneficial ownership of the securities held by 72 KDMN.
F3Without limiting the rights of 72 KDMN to designate Mr. Cohen as 72 KDMN's designee to the Company's board of directors, Mr. Cohen disclaims any such beneficial ownership, 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.
F4The 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.