0001140361-17-014677.txt : 20170404 0001140361-17-014677.hdr.sgml : 20170404 20170404170331 ACCESSION NUMBER: 0001140361-17-014677 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20170331 FILED AS OF DATE: 20170404 DATE AS OF CHANGE: 20170404 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Kadmon Holdings, Inc. CENTRAL INDEX KEY: 0001557142 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 273576929 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 450 EAST 29TH STREET CITY: NEW YORK STATE: NY ZIP: 10016 BUSINESS PHONE: 212-308-6000 MAIL ADDRESS: STREET 1: 450 EAST 29TH STREET CITY: NEW YORK STATE: NY ZIP: 10016 FORMER COMPANY: FORMER CONFORMED NAME: Kadmon Holdings, LLC DATE OF NAME CHANGE: 20120829 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Tananbaum Steven A. CENTRAL INDEX KEY: 0001435626 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37841 FILM NUMBER: 17739398 MAIL ADDRESS: STREET 1: 300 PARK AVENUE STREET 2: 21ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GoldenTree Asset Management LLC CENTRAL INDEX KEY: 0001435627 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37841 FILM NUMBER: 17739399 BUSINESS ADDRESS: STREET 1: 300 PARK AVENUE STREET 2: 21ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-847-3500 MAIL ADDRESS: STREET 1: 300 PARK AVENUE STREET 2: 21ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GOLDENTREE ASSET MANAGEMENT LP CENTRAL INDEX KEY: 0001278951 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37841 FILM NUMBER: 17739400 BUSINESS ADDRESS: STREET 1: 300 PARK AVENUE STREET 2: 21ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2128473500 MAIL ADDRESS: STREET 1: 300 PARK AVENUE STREET 2: 21ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 4 1 doc1.xml FORM 4 X0306 4 2017-03-31 0 0001557142 Kadmon Holdings, Inc. KDMN 0001278951 GOLDENTREE ASSET MANAGEMENT LP 300 PARK AVENUE 21ST FLOOR NEW YORK NY 10022 0 0 1 0 0001435627 GoldenTree Asset Management LLC 300 PARK AVENUE 21ST FLOOR NEW YORK NY 10022 0 0 1 0 0001435626 Tananbaum Steven A. 300 PARK AVENUE 21ST FLOOR NEW YORK NY 10022 0 0 1 0 2015 Warrants (right to buy) 10.2 2017-03-31 4 J 0 1306 D 2022-08-28 Common Stock 1306 0 I See footnotes 2015 Warrants (right to buy) 10.2 2017-03-31 4 J 0 2595 D 2022-08-28 Common Stock 2595 0 I See footnotes 2015 Warrants (right to buy) 10.2 2017-03-31 4 J 0 2895 D 2022-08-28 Common Stock 2895 0 I See footnotes 2015 Warrants (right to buy) 10.2 2017-03-31 4 J 0 81442 D 2022-08-28 Common Stock 81442 0 I See footnotes 2015 Warrants (right to buy) 4.5 2017-03-31 4 J 0 1306 A 2022-08-28 Common Stock 1306 1306 I See footnotes 2015 Warrants (right to buy) 4.5 2017-03-31 4 J 0 2595 A 2022-08-28 Common Stock 2595 2595 I See footnotes 2015 Warrants (right to buy) 4.5 2017-03-31 4 J 0 2895 A 2022-08-28 Common Stock 2895 2895 I See footnotes 2015 Warrants (right to buy) 4.5 2017-03-31 4 J 0 81442 A 2022-08-28 Common Stock 81442 81442 I See footnotes See Exhibit 99.1; footnote (1). See Exhibit 99.1; footnote (2). See Exhibit 99.1; footnote (3). See Exhibit 99.1; footnote (4). See Exhibit 99.1; footnote (5). See Exhibit 99.1; footnote (6). See Exhibit 99.1; footnote (7). List of Exhibits: Exhibit 99.1: Explanation of Responses GoldenTree Asset Management LP, By: GoldenTree Asset Management LLC, its General Partner, By: /s/ Steven A. Tananbaum, its Managing Member 2017-04-04 GoldenTree Asset Management LLC, By: /s/ Steven A. Tananbaum, its Managing Member 2017-04-04 /s/ Steven A. Tananbaum 2017-04-04 EX-99.1 2 g20592005.htm EXPLANATION OF RESPONSES
Exhibit 99.1
Explanation of Responses:
(1) The reported transactions involved an amendment to certain terms of existing warrants, including the exercise price thereof, resulting in, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, a deemed cancellation of the existing warrants and a deemed issuance of replacement warrants.
(2) This Form 4 is filed on behalf of GoldenTree Asset Management LP (the “Advisor”), GoldenTree Asset Management LLC (the “General Partner”) and Steven A. Tananbaum (collectively, the “Reporting Persons”). The Advisor is the investment manager or advisor to GT NM, LP (“GTNM”), San Bernardino County Employees’ Retirement Association (“SBC”),  GoldenTree Insurance Fund Series Interests of the SALI Multi-Series Fund, LP (“GTIF”) and GoldenTree Credit Opportunities, LP (“GTCO”, and together with GTNM, SBC, and GTIF, the “Funds”) and may be deemed to have a pecuniary interest in the securities of the Issuer directly held by the Funds.  The General Partner is the general partner of the Advisor and may be deemed to have a pecuniary interest in the securities reported herein in which the Advisor has a pecuniary interest.  Steven A. Tananbaum is the managing member of the General Partner and may be deemed to have a pecuniary interest in the securities reported herein in which the Advisor and the General Partner have a pecuniary interest.  The Advisor, the General Partner and Mr. Tananbaum disclaim beneficial ownership of the securities held by the Funds.
(3) The 2015 Warrants are exercisable beginning on the earlier of: (i) the occurrence of an IPO in which the Issuer receives gross cash proceeds of at least $50 million, (ii) the occurrence of a change in control, liquidation, bankruptcy, dissolution or winding-up of the Issuer, and (iii) July 1, 2016.
(4) Warrants held directly by GTNM.
(5) Warrants held directly by SBC.
(6) Warrants held directly by GTIF.
(7) Warrants held directly by GTCO.