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^*

Gordon Steven N.

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Exec VP, GC, Chief Admin, Comp

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	30,771	D
Common Stock, par value $0.001	201,743	I	See Footnotes⁽¹⁾⁽²⁾

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	06/25/2022	Common Stock, par value $0.001	12,308	$12	D
Stock Option (right to buy)	07/26/2016	12/19/2023	Common Stock, par value $0.001	12,308	$12	D
Stock Option (right to buy)	⁽³⁾	12/31/2025	Common Stock, par value $0.001	15,385	$12	D
Equity Appreciation Rights Unit	⁽⁴⁾⁽⁵⁾⁽⁶⁾	12/16/2024	Common Stock, par value $0.001	463,741	⁽⁴⁾⁽⁵⁾⁽⁶⁾	D

Explanation of Responses:

1. Shares held directly by Kadmon I, LLC. Based on Mr. Gordon's approximately 0.3% membership interest in Kadmon I, LLC as an investor plus an economic interest as a founder that in aggregate entitles him to approximately 3.7% of the distributions from Kadmon I, LLC until the investors in Kadmon I, LLC have received aggregate distributions equal to four times (4x) the amount of their initial capital contributions and, after the investors have received such preferred return, he will be entitled to approximately 8.8% of any incremental distributions from Kadmon I, LLC. Mr. Steven N. Gordon is the managing member of Kadmon I, LLC and as such has sole voting and dispositive power over its shares.

2. Mr. Gordon disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.

3. The option becomes exercisable in three equal annual installments over 3 years from December 31, 2015, the date of grant.

4. 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.

5. The EAR units vest on the earlier of (a) the expiration date of December 16, 2024 if an IPO is consummated on or before 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 (excluding an IPO) that occurs after the submission date of a registration statement on Form S-1 to the SEC but prior to December 16, 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).

6. 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, subject to continuing service through the date of the Form S-1 submission. 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	07/26/2016
	** Signature of Reporting Person	Date
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