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    SEC Form 4: Kirsch Arthur S returned $285,000 worth of shares to the company (30,000 units at $9.50), closing all direct ownership in the company

    11/9/21 5:40:30 PM ET
    $KDMN
    Major Pharmaceuticals
    Health Care
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    SEC FORM 4 SEC Form 4
    FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
    Washington, D.C. 20549

    STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

    Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
    or Section 30(h) of the Investment Company Act of 1940
    OMB APPROVAL
    OMB Number: 3235-0287
    Estimated average burden
    hours per response: 0.5
    X
    Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
    1. Name and Address of Reporting Person*
    Kirsch Arthur S

    (Last) (First) (Middle)
    C/O KADMON HOLDINGS, INC.
    450 E. 29TH STREET

    (Street)
    NEW YORK NY 10016

    (City) (State) (Zip)
    2. Issuer Name and Ticker or Trading Symbol
    Kadmon Holdings, Inc. [ KDMN ]
    5. Relationship of Reporting Person(s) to Issuer
    (Check all applicable)
    X Director 10% Owner
    Officer (give title below) Other (specify below)
    3. Date of Earliest Transaction (Month/Day/Year)
    11/09/2021
    4. 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 Acquired, Disposed of, or Beneficially Owned
    1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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 11/09/2021 D 30,000 D $9.5(1) 0 D
    Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
    (e.g., puts, calls, warrants, options, convertible securities)
    1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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 (Month/Day/Year) 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: 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 Option (right to buy) $2.29 11/09/2021 D 64,103 (2) 05/15/2029 Common Stock, par value $0.001 64,103 $7.21(3) 0 D
    Stock Option (right to buy) $2.29 11/09/2021 D 100,000 (2) 05/15/2029 Common Stock, par value $0.001 100,000 $7.21(3) 0 D
    Stock Option (right to buy) $4.44 11/09/2021 D 85,034 (2) 05/13/2030 Common Stock, par value $0.001 85,034 $5.06(3) 0 D
    Stock Option (right to buy) $3.58 11/09/2021 D 96,975 (2) 05/12/2031 Common Stock, par value $0.001 96,975 $5.92(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") 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.
    3. Represents the payment per share of Common Stock received in exchange for the cancellation of each Option.
    /s/ Gregory S. Moss, Attorney-in-Fact 11/09/2021
    ** Signature of Reporting Person Date
    Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
    * If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
    ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
    Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
    Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
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