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

CUSIP No. 48283N106					Page 2 of 7 Pages
1	NAME OF REPORTING PERSON GOLDENTREE ASSET MANAGEMENT LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP					(a)  ☐ (b)  ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)                         ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 6,713,426 (1)
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 6,713,426 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,713,426 (1)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)               ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.8% (1)(2)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IA, PN

CUSIP No. 48283N106					Page 3 of 7 Pages
1	NAME OF REPORTING PERSON GOLDENTREE ASSET MANAGEMENT LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP					(a)  ☐ (b)  ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)             ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 6,713,426 (1)
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 6,713,426 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,713,426 (1)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)                       ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.8% (1)(2)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) HC, OO

CUSIP No. 48283N106					Page 4 of 7 Pages
1	NAME OF REPORTING PERSON STEVEN A. TANANBAUM
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP					(a)  ☐ (b)  ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)       ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 6,713,426 (1)
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 6,713,426 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,713,426 (1)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)               ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.8% (1)(2)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) HC, IN

Introductory Statement

Pursuant to Rule 13d-2 promulgated under the Act, this Schedule 13D/A (this “Amendment No. 4”) 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”), as amended by Amendment No. 3 to the Amendment No. 2 filed August 3, 2017 (the Original Schedule 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3 and this Amendment No. 4 are collectively referred to herein as the “Schedule 13D”).  This Amendment No. 4 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, Amendment No. 3 and this Amendment No. 4.  This Amendment No. 4 is being filed to report the change in the percentage of Common Stock outstanding beneficially owned by the Reporting Persons based in the shares of Common Stock reported to be outstanding by the Issuer following the closing of certain issuances of Common Stock by the Issuer on September 28, 2017.

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 October 2, 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. 4 are calculated based upon (i) the 51,846,521 shares of Common Stock reported to be outstanding as of September 27, 2017 by the Issuer in its Prospectus Supplement, filed with the SEC on September 27, 2017, (ii) 22,275,000 shares of Common Stock on September 28, 2017 disclosed by the Issuer, plus, where indicated, (iii) (x) 2,239,587 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 October 2, 2017) and (y) 219,828 shares of Common Stock issuable upon the exercise of the Warrants on an as-converted basis.

On September 5, 2017, certain of the Funds and Managed Accounts sold an aggregate of 100,000 shares of Common Stock in open market transactions through a brokerage entity on the New York Stock Exchange at a price per share of $2.7601.

On September 6, 2017, certain of the Funds and Managed Accounts sold an aggregate of 100,000 shares of Common Stock in open market transactions through a brokerage entity on the New York Stock Exchange at a price per share of $2.76.

On September 6, 2017, certain of the Funds and Managed Accounts sold an aggregate of 50,000 shares of Common Stock in open market transactions through a brokerage entity on the New York Stock Exchange at a price per share of $2.74.

On September 6, 2017, certain of the Funds and Managed Accounts sold an aggregate of 50,000 shares of Common Stock in open market transactions through a brokerage entity on the New York Stock Exchange at a price per share of $2.62.

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: October 2, 2017

	GOLDENTREE ASSET MANAGEMENT LP
	By: GoldenTree Asset Management LLC, its general partner
	By:	/s/ Steven A. Tananbaum
		Name:  Steven A. Tananbaum
		Title:   Managing Member
	GOLDENTREE ASSET MANAGEMENT LLC
	By:	/s/ Steven A. Tananbaum
		Name:  Steven A. Tananbaum
		Title:   Managing Member
	/s/ Steven A. Tananbaum
	STEVEN A. TANANBAUM

[Signature Page to Joint Filing Agreement]