SEC Form 3
FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 07/26/2016 | 3. Issuer Name and Ticker or Trading Symbol Kadmon Holdings, Inc. [ KDMN ] | |||||||||||||
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Stock, par value $0.001 | 98,040 | D | |
Common Stock, par value $0.001 | 686 | I | See Footnote(1) |
Common Stock, par value $0.001 | 959,495 | I | See Footnote(2)(3) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Stock Option (right to buy) | 07/26/2016 | 08/11/2021 | Common Stock, par value $0.001 | 1,539 | 12 | D | |
Stock Option (right to buy) | 07/26/2016 | 06/25/2022 | Common Stock, par value $0.001 | 1,539 | 12 | D | |
Stock Option (right to buy) | 07/26/2016 | 12/19/2023 | Common Stock, par value $0.001 | 1,539 | 12 | D | |
Stock Option (right to buy) | 07/26/2016 | 12/31/2024 | Common Stock, par value $0.001 | 6,154 | 12 | D | |
Stock Option (right to buy) | (4) | 12/31/2025 | Common Stock, par value $0.001 | 3,077 | 12 | D |
Explanation of Responses: |
1. Shares 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. |
2. Shares 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. |
3. Without 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. |
4. The 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. |
/s/ Steven N. Gordon, Attorney-in-Fact | 08/03/2016 | |
** 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 5 (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. |