FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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
                      

1. Name and Address of Reporting Person *

Moss Gregory S.

2. Date of Event Requiring Statement (MM/DD/YYYY)
8/30/2019 

3. Issuer Name and Ticker or Trading Symbol

Kadmon Holdings, Inc. [KDMN]

(Last)        (First)        (Middle)

C/O KADMON HOLDINGS, INC., 450 EAST 29TH STREET

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

_____ Director                          _____ 10% Owner
___X___ Officer (give title below)        _____ Other (specify below)
EVP, General Counsel / Chief Compliance Officer

(Street)

NEW YORK, NY 10016      

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed(MM/DD/YYYY)

 

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 1964 D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Option (right to buy) 7/26/2016 6/25/2022 Common stock, par value $0.001 1334 $12 D  
Stock Option (right to buy) 7/26/2016 12/19/2023 Common stock, par value $0.001 2000 $12 D  
Stock Option (right to buy) 12/31/2017 12/31/2024 Common stock, par value $0.001 1847 $12 D  
Stock Option (right to buy) 12/31/2018 12/31/2025 Common stock, par value $0.001 15385 $12 D  
Stock Option (right to buy)  (1)12/15/2026 Common stock, par value $0.001 75000 $4.66 D  
Stock Option (right to buy)  (2)12/8/2027 Common stock, par value $0.001 150000 $3.64 D  
Stock Option (right to buy) 12/14/2019 12/14/2028 Common stock, par value $0.001 75000 $2.47 D  
Equity Appreciation Rights Unit  (3)(4)12/16/2024 Common stock, par value $0.001 71345  (3)(4)D  

Explanation of Responses:
(1) The option vests and becomes exercisable in three equal annual installments over 3 years from December 15, 2016, the date of grant.
(2) The option vests and becomes exercisable in three equal annual installments over 3 years from December 8, 2017, the date of grant.
(3) Each equity appreciation rights (EAR) award entitles the holder to receive a payment having an aggregate value equal to the product of (i) the excess of (A) the highest fair market value during the period beginning on the applicable vesting date and ending on the date of settlement of one EAR unit over (B) the base price, and (ii) the number of EAR units granted. After giving effect to our IPO in 2016, the EAR units vest on the earlier of (a) the expiration date of December 16, 2024 subject to the holder remaining continuously in service through the expiration date of the award (or incurring a termination due to death or disability within one year prior to such date) or (b) the date of a change in control that occurs prior to December 16, 2024.
(4) The EAR units also vest upon the fair market value of each EAR unit exceeding 333% of the $6.00 grant price ($20.00) per share prior to December 16, 2024. Each payment under the award will be made in a lump sum and is considered a separate payment. Kadmon Holdings, Inc. reserves the right to make payment in the form of common stock, subject to the terms of each EAR award and the 2014 Long-Term Incentive Plan. In the event Kadmon Holdings, Inc. elects to settle the award using its common stock, the value of the award will be determined using the fair market value of the common stock on the trading date immediately preceding the settlement date and the award payment will be limited to a maximum share allocation. The holder has no right to demand a particular form of payment.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Moss Gregory S.
C/O KADMON HOLDINGS, INC.
450 EAST 29TH STREET
NEW YORK, NY 10016


EVP, General CounselChief Compliance Officer

Signatures
/s/ Gregory Moss8/30/2019
**Signature of Reporting PersonDate

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