Page 5 of 7 – SEC Filing
Introductory Statement
Pursuant to Rule 13d-2 promulgated under the Act, this Schedule 13D/A (this “Amendment No. 5”) 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 (“Amendment No. 3”), as amended by Amendment No. 4 to Amendment No. 3 filed September 28, 2017 (“Amendment No. 4”) (the Original Schedule 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4 and this Amendment No. 5 are collectively referred to herein as the “Schedule 13D”). This Amendment No. 5 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, this Amendment No. 4 and this Amendment No. 5.
Item 4. Purpose of Transaction.
Item 4 is amended and supplemented by adding thereto the following:
On November 21 2017, certain of the Funds and Managed Accounts sold an aggregate of 150,000 shares of Common Stock. On November 22, 2017, certain of the Funds and Managed Accounts sold an aggregate of 50,000 shares of Common Stock. On November 27, 2017, certain of the Funds and Managed Accounts sold an aggregate of 50,000 shares of Common Stock. On November 28, 2017, certain of the Funds and Managed Accounts sold an aggregate of 75,000 shares of Common Stock. On November 29, 2017, certain of the Funds and Managed Accounts sold an aggregate of 45,000 shares of Common Stock. On December 1, 2017, certain of the Funds and Managed Accounts sold an aggregate of 888,000 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 December 1, 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. 5 are calculated based upon (i) the 74,121,521 shares of Common Stock reported to be outstanding as of September 30, 2017 by the Issuer in its Form 10-Q, filed with the SEC on November 9, 2017, plus, where indicated, (ii) (x) 2,256,333 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 December 1, 2017) and (y) 219,828 shares of Common Stock issuable upon the exercise of the Warrants on an as-converted basis.
(c) On November 21, 2017, certain of the Funds and Managed Accounts sold an aggregate of 150,000 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 $3.67.
On November 22, 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 $3.61.
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