Initial Statement of Beneficial Ownership (3)
August 30 2019 - 04:28PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
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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
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Moss Gregory S. |
2. Date of Event Requiring Statement (MM/DD/YYYY)
8/30/2019
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3. Issuer Name and Ticker or Trading Symbol
Kadmon Holdings, Inc. [KDMN]
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(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
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Table I - Non-Derivative Securities Beneficially Owned
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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)
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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 Security | 5. Ownership Form of Derivative Security: 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) | 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
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Moss Gregory S. C/O KADMON HOLDINGS, INC. 450 EAST 29TH STREET NEW YORK, NY 10016 |
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| EVP, General Counsel | Chief Compliance Officer |
Signatures
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/s/ Gregory Moss | | 8/30/2019 |
**Signature of Reporting Person | Date |
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