Andrew B Cohen Form 3 Kadmon / Andrew B Cohen ownership change

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^*

Cohen Andrew B

(Last) (First) (Middle)

C/O KADMON HOLDINGS, INC.

450 E. 29TH STREET

(Street)

NEW YORK NY 10016

(City) (State) (Zip)

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)

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

5. 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 Beneficially Owned
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)
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
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