Page 5 of 7 – SEC Filing
Introductory Statement
Pursuant to Rule 13d-2 promulgated under the Act, this Schedule 13D/A (this “Amendment No. 6”) 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”), as amended by Amendment No. 5 to Amendment No. 4 filed December 5, 2017 (“Amendment No. 5”) (the Original Schedule 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5 and this Amendment No. 6 are collectively referred to herein as the “Schedule 13D”). This Amendment No. 6 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, Amendment No. 4, Amendment No. 5 and this Amendment No. 6.
Item 4. Purpose of Transaction.
Item 4 is amended and supplemented by adding thereto the following:
On December 13, 2017, certain of the Funds and Managed Accounts sold an aggregate of 22,000 shares of Common Stock. On December 14, 2017, certain of the Funds and Managed Accounts sold an aggregate of 32,000 shares of Common Stock. On December 15, 2017, certain of the Funds and Managed Accounts sold an aggregate of 6,700 shares of Common Stock. On December 18, 2017, certain of the Funds and Managed Accounts sold an aggregate of 25,000 shares of Common Stock. On December 20, 2017, certain of the Funds and Managed Accounts sold an aggregate of 22,800 shares of Common Stock. On December 21, 2017, certain of the Funds and Managed Accounts sold an aggregate of 11,100 shares of Common Stock. On December 29, 2017, certain of the Funds and Managed Accounts sold an aggregate of 2,900 shares of Common Stock. On January 2, 2018, certain of the Funds and Managed Accounts sold an aggregate of 50,000 shares of Common Stock. On January 3, 2018, certain of the Funds and Managed Accounts sold an aggregate of 100,000 shares of Common Stock. On January 5, 2018, certain of the Funds and Managed Accounts sold an aggregate of 27,000 shares of Common Stock. On January 10, 2018, certain of the Funds and Managed Accounts sold an aggregate of 77,000 shares of Common Stock. On January 11, 2018, certain of the Funds and Managed Accounts sold an aggregate of 423,000 shares of Common Stock.
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 January 11, 2018, 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. 6 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) 2,268,600 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 January 11, 2018) and (y) 219,828 shares of Common Stock issuable upon the exercise of the Warrants on an as-converted basis.
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