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

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.