SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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^*

Waksal Harlan

(Last)

(First)

(Middle)

C/O KADMON HOLDINGS, LLC,

450 E. 29TH STREET

(Street)

NEW YORK

10016

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/26/2016

3. Issuer Name and Ticker or Trading Symbol
Kadmon Holdings, LLC [ KDMN ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President, CEO

5. If Amendment, Date of Original Filed (Month/Day/Year)

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	98,040	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (right to buy)	07/26/2016	12/19/2023	Common Stock, par value $0.001	385	$12	D
Stock Option (right to buy)	⁽¹⁾	12/31/2024	Common Stock, par value $0.001	769,231	$12	D
Stock Option (right to buy)	⁽²⁾	12/31/2024	Common Stock, par value $0.001	1,630,536	$12	D
Equity Appreciation Rights Unit	⁽³⁾⁽⁴⁾⁽⁵⁾	12/31/2024	Common Stock, par value $0.001	267,543	⁽³⁾⁽⁴⁾⁽⁵⁾	D

Explanation of Responses:

1. The option vests 1/3 at December 31, 2015, the grant date, 1/3 in August 2016 and 1/3 in August 2017. While the awards vest over this term they are not exercisable until the occurrence of the Calculation Date. The Calculation Date is defined as the earliest to occur of 1) a sale of the Issuer (as defined in the Issuer's second amended and restated limited liability company agreement dated as of June 27, 2014), 2) the date on which the Issuer consummates an initial public offering and 3) the date the key employee ceases to be a service provider to the Issuer.

2. The option vests 2/3 in August 2016 and 1/3 in August 2017. While the awards vest over this term they are not exercisable until the earliest to occur of 1) a sale of the Issuer (as defined in the Issuer's second amended and restated limited liability company agreement dated as of June 27, 2014), 2) the date on which the Issuer consummates an initial public offering and 3) the date the key employee ceases to be a service provider to the Issuer. Dr. Waksal has committed to perform an additional year of service in connection with receipt of this option. In the event Dr. Waksal voluntarily terminates his employment with the Issuer prior to completion of such additional year of service, Dr. Waksal shall forfeit 25% of the option, or 25% of the aggregate additional option gain associated with the additional option shares in the event the options are exercised, as applicable.

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.

4. The EAR units vest on the earlier of (a) the expiration date of December 31, 2024 if an IPO is consummated on or before December 31, 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 (excluding an IPO) that occurs after the submission date of a registration statement on Form S-1 to the SEC but prior to December 31, 2024 (subject to continuing service through the date of the Form S-1 submission or, if earlier, the date of any material agreement or filing made in furtherance of the applicable change in control transaction). 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 31, 2024, subject to continuing service through the date of the Form S-1 submission.

5. 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 following the consummation of an IPO or in connection with a change in control, subject to the terms of the LTIP. 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.

Remarks:

This filing reflects the conversion of Kadmon Holdings, LLC, a Delaware limited liability company, into Kadmon Holdings, Inc., a Delaware corporation, pursuant to a statutory conversion set to occur on or about July 26, 2016.

	/s/ Steven N. Gordon, Attorney-in-Fact	07/26/2016
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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