Kadmon (KDMN) Form 4 Kadmon / Harlan Waksal ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Waksal Harlan

(Last) (First) (Middle)

C/O KADMON HOLDINGS, INC.

450 E. 29TH STREET

(Street)

NEW YORK NY 10016

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Kadmon Holdings, Inc. [ KDMN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President, CEO

3. Date of Earliest Transaction (Month/Day/Year)
11/09/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	11/09/2021		D		177,945	D	$9.5(1)	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Appreciation Right	$3.64	11/09/2021		D		655,000		(2)	12/08/2027	Common Stock, par value $0.001	655,000	$5.86(3)	0	D
Performance Stock Option(right to buy)	$4.06	11/09/2021		D		982,500		(2)	04/03/2028	Common Stock, par value $0.001	982,500	$5.44(3)	0	D
Stock Option (right to buy)	$4.15	11/09/2021		D		1,350,000		(2)	11/19/2029	Common Stock, par value $0.001	1,350,000	$5.35(3)	0	D
Stock Option (right to buy)	$3.96	11/09/2021		D		2,000,000		(2)	01/08/2031	Common Stock, par value $0.001	2,000,000	$5.54(3)	0	D
Equity Appreciation Rights Unit	$6	11/09/2021		D		750		(2)	12/31/2024	Common Stock, par value $0.001	750	$3.5(3)	0	D

Explanation of Responses:

1. Disposed pursuant to the acquisition by Sanofi of the entire issued share capital of Issuer on November 9, 2021 by means of a plan of merger (the "Merger").

2. In connection with the Merger, all unvested stock options ("Options"), stock appreciation rights ("SARs") and equity appreciation rights ("EARs") were accelerated to full vesting and cancelled in exchange for a payment equal to $9.50 with respect to each share of Common Stock subject to such Option, SAR and EAR award.

3. Represents the payment per share of Common Stock received in exchange for the cancellation of each Option, SAR and EAR.

	/s/ Gregory S. Moss, Attorney-in-Fact	11/09/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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