Statement of Changes in Beneficial Ownership (4)
November 09 2021 - 4:46PM
Edgar (US Regulatory)
FORM 4
[X]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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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
*
Ryan John L |
2. Issuer Name and Ticker or Trading Symbol
Kadmon Holdings, Inc.
[
KDMN
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
EVP, Chief Medical Officer |
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(Last)
(First)
(Middle)
C/O KADMON HOLDINGS, INC., 450 E. 29TH STREET |
3. Date of Earliest Transaction
(MM/DD/YYYY)
11/9/2021 |
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(Street)
NEW YORK, NY 10016
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 Option (right to buy) | $4.66 | 11/9/2021 | | D | | | 100000 | (1) | 12/15/2026 | Common Stock, par value $0.001 | 100000 | $4.84 (2) | 0 | D | |
| Stock Option (right to buy) | $3.64 | 11/9/2021 | | D | | | 150000 | (1) | 12/8/2027 | Common Stock, par value $0.001 | 150000 | $5.86 (2) | 0 | D | |
| Stock Option (right to buy) | $2.47 | 11/9/2021 | | D | | | 50000 | (1) | 12/14/2028 | Common Stock, par value $0.001 | 50000 | $7.03 (2) | 0 | D | |
| Stock Option (right to buy) | $4.34 | 11/9/2021 | | D | | | 100000 | (1) | 1/27/2030 | Common Stock, par value $0.001 | 100000 | $5.16 (2) | 0 | D | |
| Stock Option (right to buy) | $3.96 | 11/9/2021 | | D | | | 175000 | (1) | 1/8/2031 | Common Stock, par value $0.001 | 175000 | $5.54 (2) | 0 | D | |
| Equity Appreciation Rights Unit | $6.00 | 11/9/2021 | | D | | | 250 | (1) | 12/16/2024 | Common Stock, par value $0.001 | 250 | $3.50 (2) | 0 | D | |
| Explanation of Responses: |
| (1) | In connection with the acquisition by Sanofi of the entire issued share capital of Issuer on November 9, 2021 by means of a plan of merger, all unvested stock options ("Options") 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 and EAR award. |
| (2) | Represents the payment per share of Common Stock received in exchange for the cancellation of each Option and EAR. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Ryan John L
C/O KADMON HOLDINGS, INC.
450 E. 29TH STREET
NEW YORK, NY 10016 |
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| EVP, Chief Medical Officer |
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Signatures
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| /s/ Gregory S. Moss, Attorney-in-Fact | | 11/9/2021 |
| **Signature of Reporting Person | Date |
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