13D Filing: GoldenTree Asset Management and Kadmon Holdings Inc (KDMN)

(1)          Includes 2,211,971 shares of common stock, par value $0.001 (“Common Stock”), of Kadmon Holdings, Inc. (the “Issuer”), issuable upon the conversion of 5% Convertible Preferred Stock (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 June 26, 2017) and 219,828 shares of Common Stock issuable upon the exercise of the Warrants (defined below) on an as-converted basis.

(1)          Includes 2,211,971 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 June 26, 2017) and 219,828 shares of Common Stock issuable upon the exercise of the Warrants on an as-converted basis.

(2)          Based on 51,846,521 shares of Common Stock outstanding as reported in the Issuer’s 10-Q filed with the SEC on May 15, 2017, plus 2,211,971 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 June 26, 2017) and 219,828 shares of Common Stock issuable upon the exercise of the Warrants on an as-converted basis.

(1)          Includes 2,211,971 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 June 26, 2017) and 219,828 shares of Common Stock issuable upon the exercise of the Warrants on an as-converted basis.

(2)          Based on 51,846,521 shares of Common Stock outstanding as reported in the Issuer’s 10-Q filed with the SEC on May 15, 2017, plus 2,211,971 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 March 27, 2017) and 219,828 shares of Common Stock issuable upon the exercise of the Warrants on an as-converted basis.

Introductory Statement

Item 2.  Identity and Background.

Item 2 is amended and restated as follows:

(a) This statement is filed by:

(i) GoldenTree Asset Management LP, a Delaware limited partnership registered as an investment adviser with the U.S. Securities and Exchange Commission (the “Advisor”), with respect to securities of the Issuer held in the respective accounts of the Funds and the Managed Accounts (each as defined below);

(ii) GoldenTree Asset Management LLC, a Delaware limited liability company (the “General Partner”), with respect to securities of the Issuer held in the respective accounts of the Funds and the Managed Accounts; and

(iii) Mr. Steven A. Tananbaum (“Mr. Tananbaum”) with respect to securities of the Issuer held in the respective accounts of the Funds and the Managed Accounts.

The Advisor, the General Partner and Mr. Tananbaum are hereinafter sometimes collectively referred to as the “Reporting Persons”.  Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.

(b) The address of the principal business office of each of the Reporting Persons is 300 Park Avenue, 21^st Floor, New York, N.Y. 10022.

(c) The principal business of the Advisor is to serve as the investment manager or adviser to GN3 SIP Limited (“GN3”), GoldenTree 2004 Trust (“G2T”), GT NM, LP (“GTNM”), GoldenTree Insurance Fund Series Interests of the SALI Multi-Series Fund, LP (“GTIF”), GoldenTree Credit Opportunities, LP (“GTCO”), GoldenTree Entrust Master Fund SPC (“GSPC”), GoldenTree Master Fund, Ltd. (“GMF” and together with GN3, G2T, GTNM, GTIF, GTCO and GSPC, the “Funds”), a separately managed account managed by the Advisor (the “First Managed Account”), and a second separately managed account managed by the Advisor (the “Second Managed Account”, and together with the First Managed Account, the “Managed Accounts”). By virtue of its position as the investment manager or adviser to the Funds and the Managed Accounts, the Advisor may be deemed to have voting and investment power over the securities of the Issuer directly held by the Funds and the Managed Accounts. The principal business of the General Partner is to serve as the general partner of the Advisor. In addition, as the general partner of the Advisor, the General Partner may be deemed to have voting and investment power over the securities of the Issuer directly held by the Funds and the Managed Accounts. The principal business of Mr. Tananbaum is to serve as the managing member of the General Partner. As the managing member of the General Partner, Mr. Tananbaum may be deemed to have voting and investment power over the securities of the Issuer directly held by the Funds and the Managed Accounts.

(d) None of the Reporting Persons nor any of the Funds or Managed Accounts has during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) None of the Reporting Persons nor any of the Funds or Managed Accounts has during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such

proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) The Citizenship of the Reporting Persons is as follows:

(i) Advisor – Delaware;

(ii) General Partner – Delaware;

(iii) Mr. Tananbaum – United States of America; and

The Reporting Persons have agreed to jointly file this Schedule 13D. A Joint Filing Agreement is filed herewith.

Item 4.  Purpose of Transaction.

Item 4 is amended and supplemented by adding thereto the following:

On June 22, 2017, certain of the Funds and Managed Accounts sold an aggregate of 767,363 shares of Common Stock.  On June 23, 2017, certain of the Funds and Managed Accounts sold an aggregate of 369,232 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 June 23, 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. 2 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) 2,211,971 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 June 26, 2017) and (y) 219,828 shares of Common Stock issuable upon the exercise of the Warrants on an as-converted basis.

(c)          On June 22, 2017, certain of the Funds and Managed Accounts sold an aggregate of 767,363 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 $3.4992.

On June 23, 2017, certain of the Funds and Managed Accounts sold an aggregate of 369,232 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 $3.4574.

Item 7.  Material to be Filed as Exhibits.

99.9          Agreement Regarding the Joint Filing of Schedule 13D by and among the Reporting Persons.

SIGNATURES

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned, severally and not jointly, certifies that the information set forth in this statement is true, complete and correct.

Dated: June 26, 2017