| 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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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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Kadmon Holdings, Inc. [ KDMN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/09/2021 | ||||||||||||||||||||||||||
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4. 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 Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | ||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 Option (right to buy) | $4.66 | 11/09/2021 | D | 100,000 | (1) | 12/15/2026 | Common Stock, par value $0.001 | 100,000 | $4.84(2) | 0 | D | ||||
| Stock Option (right to buy) | $3.64 | 11/09/2021 | D | 150,000 | (1) | 12/08/2027 | Common Stock, par value $0.001 | 150,000 | $5.86(2) | 0 | D | ||||
| Stock Option (right to buy) | $2.47 | 11/09/2021 | D | 50,000 | (1) | 12/14/2028 | Common Stock, par value $0.001 | 50,000 | $7.03(2) | 0 | D | ||||
| Stock Option (right to buy) | $4.34 | 11/09/2021 | D | 100,000 | (1) | 01/27/2030 | Common Stock, par value $0.001 | 100,000 | $5.16(2) | 0 | D | ||||
| Stock Option (right to buy) | $3.96 | 11/09/2021 | D | 175,000 | (1) | 01/08/2031 | Common Stock, par value $0.001 | 175,000 | $5.54(2) | 0 | D | ||||
| Equity Appreciation Rights Unit | $6 | 11/09/2021 | D | 250 | (1) | 12/16/2024 | Common Stock, par value $0.001 | 250 | $3.5(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. |
| /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. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (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. | ||