Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
*The remainder of this cover page shall
be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for
any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder
of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of
1934 (“
Act
”) or otherwise subject to the liabilities of that section of the Act but shall be subject
to all other provisions of the Act (however, see the Notes).
|
1.
|
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
RA Capital Management, LLC
|
|
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
|
|
(a)
|
¨
|
|
|
(b)
|
¨
|
|
|
3.
|
SEC Use Only
|
|
|
4.
|
Citizenship or Place of Organization
Massachusetts
|
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
|
5.
|
Sole Voting Power
|
0 shares
|
|
|
6.
|
Shared Voting Power
|
8,029,342
1
shares
|
|
|
7.
|
Sole Dispositive Power
|
0 shares
|
|
|
8.
|
Shared Dispositive Power
|
8,029,342
1
shares
|
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
8,029,342
1
shares
|
|
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes
¨
Certain Shares (See Instructions)
|
|
|
11.
|
Percent of Class Represented by Amount in Row (9)
9.9%
2
|
|
|
|
|
12.
|
Type of Reporting Person (See Instructions)
IA
|
1
The shares reported herein for the Reporting Person represent (i) 6,269,342 shares of the Issuer’s Common Stock beneficially
owned and (ii) 1,760,000 shares of the Issuer’s Common Stock the Reporting Person has the right to acquire through the exercise
of warrants issued September 26, 2017 (“Warrant Shares”).
2
The
number of shares outstanding for purposes of this percentage calculation
assumes (i) 78,643,307 outstanding shares of Common Stock of the Issuer, based on the Issuer’s Form 10-Q as filed with the
Securities and Exchange Commission (“SEC”) on November 9, 2017, plus (ii) the 1,760,000 Warrant Shares the Reporting
Person may acquire upon the exercise of warrants.
|
1.
|
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Peter Kolchinsky
|
|
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
|
|
(a)
|
¨
|
|
|
(b)
|
¨
|
|
|
3.
|
SEC Use Only
|
|
|
4.
|
Citizenship or Place of Organization
United
States
|
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
|
5.
|
Sole Voting Power
|
0 shares
|
6.
|
Shared Voting Power
|
8,029,342
1
shares
|
|
|
7.
|
Sole Dispositive Power
|
0 shares
|
|
|
8.
|
Shared Dispositive Power
|
8,029,342
1
shares
|
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
8,029,342
1
shares
|
|
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes
¨
Certain Shares (See Instructions)
|
|
|
11.
|
Percent of Class Represented by Amount in Row (9)
9.9%
2
|
|
|
12.
|
Type of Reporting Person (See Instructions)
IN
|
1
The shares reported herein for the Reporting Person represent (i) 6,269,342 shares of the Issuer’s Common Stock beneficially
owned and (ii) 1,760,000 shares of the Issuer’s Common Stock the Reporting Person has the right to acquire through the exercise
of warrants issued September 26, 2017 (“Warrant Shares”).
2
The
number
of shares outstanding for purposes of this percentage calculation assumes (i) 78,643,307 outstanding shares of Common Stock of
the Issuer, based on the Issuer’s Form 10-Q as filed with the Securities and Exchange Commission (“SEC”) on November
9, 2017, plus (ii) the 1,760,000 Warrant Shares the Reporting Person may acquire upon the exercise of warrants.
Item 1.
(a)
Name
of Issuer:
Kadmon Holdings, Inc. (the “Issuer”).
(b)
Address
of the Issuer’s Principal Executive Offices:
450 East 29
th
Street, New York, NY 10016.
Item
2.
(a)
Name
of Person Filing:
This joint statement on Schedule 13G is being filed by RA Capital Management, LLC (“Capital”)
and Peter Kolchinsky. Capital and Mr. Kolchinsky are collectively referred to herein as the “Reporting Persons.” Capital
is the general partner of the RA Capital Healthcare Fund, L.P. (the “Fund”), which owns (i) 5,063,825 shares of the
Issuer’s Common Stock and (ii) warrants representing the right to purchase 2,152,876 shares of the Issuer’s Common
Stock and serves as investment adviser for a separately managed account (the “Account”), which owns (i) 1,205,517 shares
of the Issuer’s Common Stock and (ii) warrants representing the right to purchase 513,790 shares of the Issuer’s Common
Stock. Mr. Kolchinsky is the manager of Capital. As the investment adviser to the Fund and the Account, Capital may be deemed a
beneficial owner, for purposes of Section 13(d) of the Securities Exchange Act of 1934 (the “Act”), of any securities
of the Issuer owned by the Fund or the Account. As the manager of Capital, Mr. Kolchinsky may be deemed a beneficial owner, for
purposes of Section 13(d) of the Act, of any securities of the Issuer beneficially owned by Capital. Capital and Mr. Kolchinsky
disclaim beneficial ownership of the securities reported in this Schedule 13G Statement (the “Statement”) other than
for the purpose of determining their obligations under Section 13(d) of the Act, and neither the filing of the Statement nor the
filing of this Amendment shall be deemed an admission that either Capital or Mr. Kolchinsky is or was the beneficial owner of such
securities for any other purpose.
(b)
Address
of Principal Business Office:
The principal business office of the Reporting Persons is c/o RA Capital Management, LLC, 20
Park Plaza, Suite 1200, Boston, MA 02116.
(c)
Citizenship:
Capital is a Massachusetts limited liability company. Mr. Kolchinsky is a United States citizen.
(d)
Title
and Class of Securities:
Common stock (“Common Stock”)
(e)
CUSIP
Number:
48283N106
|
Item 3.
|
If this statement is filed pursuant to §§240.13d-1(b)
or 240.13d-2(b) or (c), check whether the person filing is a:
|
(e) RA Capital Management LLC is a registered investment adviser
and is filing this statement in accordance with §240.13d-1(b)(1)(ii)(E);
(g) Peter Kolchinsky is a control person and is filing this
statement in accordance with §240.13d-1(b)(1)(ii)(G).
Provide the following information regarding
the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
|
(a)
|
Amount Beneficially Owned:
|
See the response(s) to Item 9 on the attached cover page(s).
The Reporting Persons beneficially own warrants representing
the right to purchase up to 2,666,666 shares of the Issuer’s Common Stock. The warrants may not be exercised, however, to
the extent that, after giving effect to such exercise, the Reporting Persons, together with their affiliates and any other persons
acting as a group together with the Reporting Persons or any of their affiliates, would beneficially own in excess of 9.99% of
the shares of common stock outstanding immediately after giving effect to such exercise.
See the response(s) to Item 11 on the attached cover page(s).
|
(c)
|
Number of shares as to which such person has:
|
|
(i)
|
sole power to vote or to direct the vote:
|
See the response(s) to Item 5 on the attached cover page(s).
|
(ii)
|
shared power to vote or to direct the vote
|
See the response(s) to Item 6 on the attached cover page(s).
|
(iii)
|
sole power to dispose or to direct the disposition of
|
See the response(s) to Item 7 on the attached cover page(s).
|
(iv)
|
shared power to dispose or to direct the disposition of
|
See the response(s) to Item 8 on the attached cover page(s).
|
Item 5.
|
Ownership of Five Percent or Less of a Class:
|
Not applicable.
|
Item 6.
|
Ownership of More than Five Percent on Behalf of Another Person:
|
Not applicable.
|
Item 7.
|
Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person:
|
Not applicable.
|
Item 8.
|
Identification and Classification of Members of the Group:
|
Not applicable.
|
Item 9.
|
Notice of Dissolution of Group:
|
Not applicable.
By signing below I hereby certify that,
to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of
or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held
in connection with or as a participant in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry
and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
Date:
February 14
, 2018
|
|
|
|
RA CAPITAL MANAGEMENT, LLC
|
|
|
|
|
By:
|
/s/ Peter Kolchinsky
|
|
Peter Kolchinsky
|
|
Authorized Signatory
|
|
|
|
PETER KOLCHINSKY
|
|
|
|
/s/ Peter Kolchinsky
|
Exhibit 1
JOINT FILING AGREEMENT
This Joint Filing Agreement,
dated as of February 14, 2018, is by and among RA Capital Management, LLC and Peter Kolchinsky (the foregoing are collectively
referred to herein as the “Filers”).
Each of the Filers
may be required to file with the United States Securities and Exchange Commission a statement on Schedule 13G and/or 13D with respect
to Common Stock, par value $0.001 per share of Kadmon Holdings, Inc. beneficially owned by them from time to time.
Pursuant to and in
accordance with Rule 13(d)(1)(k) promulgated under the Securities Exchange Act of 1934, as amended, the Filers hereby agree to
file a single statement on Schedule 13G and/or 13D (and any amendments thereto) on behalf of each of such parties, and hereby further
agree to file this Joint Filing Agreement as an exhibit to such statement, as required by such rule.
This Joint Filing Agreement
may be terminated by any of the Filers upon one week’s prior written notice or such lesser period of notice as the Filers
may mutually agree.
Executed and delivered
as of the date first above written.
|
RA CAPITAL MANAGEMENT, LLC
|
|
|
|
By:
|
/s/ Peter Kolchinsky
|
|
Peter Kolchinsky
|
|
Authorized Signatory
|
|
|
|
PETER KOLCHINSKY
|
|
|
|
/s/ Peter Kolchinsky
|