Page 5 of 6 – SEC Filing
Introductory Statement
Pursuant to Rule 13d-2 promulgated under the Act, this Schedule 13D/A (this “Amendment No. 3”) amends the Schedule 13D filed on August 5, 2016 (the “Original Schedule 13D”), as amended by Amendment No. 1 to the Original Schedule 13D filed April 3, 2017 (the “Amendment No. 1”), as amended by Amendment No. 2 to the Amendment No. 1 filed June 26, 2017 (the “Amendment No. 2”) (the Original Schedule 13D, Amendment No. 1, Amendment No. 2 and this Amendment No. 3 are collectively referred to herein as the “Schedule 13D”). This Amendment No. 3 relates to the common stock, par value $0.001 per share (the “Common Stock”), of Kadmon Holdings, Inc., a Delaware corporation (the “Issuer”). Except as otherwise provided herein, each Item of the Schedule 13D remains unchanged. Capitalized terms used herein but not otherwise defined have the meanings ascribed to such terms in the Original Schedule 13D as amended by Amendment No. 1, Amendment No. 2 and this Amendment No. 3.
Item 4. Purpose of Transaction.
Item 4 is amended and supplemented by adding thereto the following:
On June 26, 2017, certain of the Funds and Managed Accounts sold an aggregate of 146,411 shares of Common Stock. On June 27, 2017, certain of the Funds and Managed Accounts sold an aggregate of 108,827 shares of Common Stock. On June 29, 2017, certain of the Funds and Managed Accounts sold an aggregate of 64,375 shares of Common Stock. On July 11, 2017, certain of the Funds and Managed Accounts sold an aggregate of 34,462 shares of Common Stock. On July 31, 2017, certain of the Funds and Managed Accounts sold an aggregate of 349,661 shares of Common Stock. Item 5(c) is incorporated herein by reference.
Item 5. Interest in Securities of the Issuer.
Item 5(a)-(c) is amended and supplemented by adding thereto the following:
(a) and (b) As of the close of business on July 31, 2017, each of the Reporting Persons beneficially owns shares of Common Stock in such numbers as set forth on the cover pages of this Amendment. The total number of shares each of the Reporting Persons beneficially owns represents such percentages as set forth on the cover pages to this Amendment of the Common Stock outstanding. The percentages used in this Amendment No. 3 are calculated based upon (i) the 51,846,521 shares of Common Stock reported to be outstanding as of May 15, 2017 by the Issuer in its Form 10-Q, filed with the SEC on May 15, 2017, plus, where indicated, (ii) (x) 2,230,883 shares of Common Stock of the Issuer issuable upon the conversion of the Preferred Stock of the Issuer on an as-converted basis (including shares of Common Stock that are issuable in respect of accrued and unpaid dividends on the Preferred Stock as of August 2, 2017) and (y) 219,828 shares of Common Stock issuable upon the exercise of the Warrants on an as-converted basis.
(c) On June 26, 2017, certain of the Funds and Managed Accounts sold an aggregate of 146,411 shares of Common Stock in open market transactions through a brokerage entity on the New York Stock Exchange at a weighted average price per share of $3.6574.
On June 27, 2017, certain of the Funds and Managed Accounts sold an aggregate of 108,827 shares of Common Stock in open market transactions through a brokerage entity on the New York Stock Exchange at a weighted average price per share of $3.6918.
On June 29, 2017, certain of the Funds and Managed Accounts sold an aggregate of 64,375 shares of Common Stock in open market transactions through a brokerage entity on the New York Stock Exchange at a weighted average price per share of $4.0448.
On July 11, 2017, certain of the Funds and Managed Accounts sold an aggregate of 34,462 shares of Common Stock in open market transactions through a brokerage entity on the New York Stock Exchange at a weighted average price per share of $3.69.
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