Statement of Changes in Beneficial Ownership (4)
November 09 2021 - 5:43PM
Edgar (US Regulatory)
FORM 4
[X]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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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. Issuer Name and Ticker or Trading Symbol
Kadmon Holdings, Inc.
[
KDMN
]
|
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) EVP, Gen. Coun. / CCO. |
(Last)
(First)
(Middle)
C/O KADMON HOLDINGS, INC., 450 E. 29TH STREET |
3. Date of Earliest Transaction
(MM/DD/YYYY)
11/9/2021 |
(Street)
NEW YORK, NY 10016
(City)
(State)
(Zip)
|
4. 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 Acquired, Disposed of, or Beneficially Owned
|
1.Title of Security (Instr. 3)
|
2. Trans. Date
|
2A. Deemed Execution Date, if any
|
3. Trans. Code (Instr. 8)
|
4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
|
5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
|
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
|
7. Nature of Indirect Beneficial Ownership (Instr. 4)
|
Code
|
V
|
Amount
|
(A) or (D)
|
Price
|
Common Stock | 11/9/2021 | | D | | 17671 | D | $9.50 (1) | 0 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
|
1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Stock Appreciation Right | $4.66 | 11/9/2021 | | D | | | 75000 | (2) | 12/15/2026 | Common Stock, par value $0.001 | 75000 | $4.84 (3) | 0 | D | |
Performance Stock Option (right to buy) | $3.64 | 11/9/2021 | | D | | | 150000 | (2) | 12/8/2027 | Common Stock, par value $0.001 | 150000 | $5.86 (3) | 0 | D | |
Stock Option (right to buy) | $2.47 | 11/9/2021 | | D | | | 75000 | (2) | 12/14/2028 | Common Stock, par value $0.001 | 75000 | $7.03 (3) | 0 | D | |
Stock Option (right to buy) | $2.14 | 11/9/2021 | | D | | | 300000 | (2) | 8/30/2029 | Common Stock, par value $0.001 | 300000 | $7.36 (3) | 0 | D | |
Stock Option (right to buy) | $4.34 | 11/9/2021 | | D | | | 360000 | (2) | 1/27/2030 | Common Stock, par value $0.001 | 360000 | $5.16 (3) | 0 | D | |
Stock Option (right to buy) | $3.96 | 11/9/2021 | | D | | | 680000 | (2) | 1/8/2031 | Common Stock, par value $0.001 | 680000 | $5.54 (3) | 0 | D | |
Equity Appreciation Rights Unit | $6.00 | 11/9/2021 | | D | | | 200 | (2) | 12/31/2024 | Common Stock, par value $0.001 | 200 | $3.50 (3) | 0 | D | |
Explanation of Responses: |
(1) | Disposed pursuant to the acquisition by Sanofi of the entire issued share capital of Issuer on November 9, 2021 by means of a plan of merger (the "Merger"). |
(2) | In connection with the Merger, all unvested stock options ("Options") and equity appreciation rights ("EARs") were accelerated to full vesting and cancelled in exchange for a payment equal to $9.50 with respect to each share of Common Stock subject to such Option and EAR award. |
(3) | Represents the payment per share of Common Stock received in exchange for the cancellation of each Option and EAR. |
Reporting Owners
|
Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Moss Gregory S. C/O KADMON HOLDINGS, INC. 450 E. 29TH STREET NEW YORK, NY 10016 |
|
| EVP, Gen. Coun. / CCO. |
|
Signatures
|
/s/ Gregory S. Moss | | 11/9/2021 |
**Signature of Reporting Person | Date |
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