0001104659-16-134418.txt : 20160726 0001104659-16-134418.hdr.sgml : 20160726 20160726182756 ACCESSION NUMBER: 0001104659-16-134418 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160726 FILED AS OF DATE: 20160726 DATE AS OF CHANGE: 20160726 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Kadmon Holdings, LLC 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Gordon Steven N. CENTRAL INDEX KEY: 0001678737 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37841 FILM NUMBER: 161785314 MAIL ADDRESS: STREET 1: C/O KADMON HOLDINGS, LLC STREET 2: 450 E 29TH STREET CITY: NEW YORK STATE: NY ZIP: 10016 3 1 a3.xml 3 X0206 3 2016-07-26 0 0001557142 Kadmon Holdings, LLC KDMN 0001678737 Gordon Steven N. C/O KADMON HOLDINGS, LLC, 450 E. 29TH STREET NEW YORK NY 10016 0 1 0 0 Exec VP, GC, Chief Admin, Comp Common Stock, par value $0.001 30771 D Common Stock, par value $0.001 201743 I See Footnotes Stock Option (right to buy) 12.00 2016-07-26 2022-06-25 Common Stock, par value $0.001 12308 D Stock Option (right to buy) 12.00 2016-07-26 2023-12-19 Common Stock, par value $0.001 12308 D Stock Option (right to buy) 12.00 2025-12-31 Common Stock, par value $0.001 15385 D Equity Appreciation Rights Unit 2024-12-16 Common Stock, par value $0.001 463741 D Shares held directly by Kadmon I, LLC. Based on Mr. Gordon's approximately 0.3% membership interest in Kadmon I, LLC as an investor plus an economic interest as a founder that in aggregate entitles him to approximately 3.7% of the distributions from Kadmon I, LLC until the investors in Kadmon I, LLC have received aggregate distributions equal to four times (4x) the amount of their initial capital contributions and, after the investors have received such preferred return, he will be entitled to approximately 8.8% of any incremental distributions from Kadmon I, LLC. Mr. Steven N. Gordon is the managing member of Kadmon I, LLC and as such has sole voting and dispositive power over its shares. Mr. Gordon disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. The option becomes exercisable in three equal annual installments over 3 years from December 31, 2015, the date of grant. Each equity appreciation rights (EAR) award entitles the holder to receive a payment having an aggregate value equal to the product of (i) the excess of (A) the highest fair market value during the period beginning on the applicable vesting date and ending on the date of settlement of one EAR unit over (B) the base price, and (ii) the number of EAR units granted. The EAR units vest on the earlier of (a) the expiration date of December 16, 2024 if an IPO is consummated on or before December 16, 2024, subject to the holder remaining continuously in service through the expiration date of the award (or incurring a termination due to death or disability within one year prior to such date) or (b) the date of a change in control (excluding an IPO) that occurs after the submission date of a registration statement on Form S-1 to the SEC but prior to December 16, 2024 (subject to continuing service through the date of the Form S-1 submission or, if earlier, the date of any material agreement or filing made in furtherance of the applicable change in control transaction). The EAR units also vest upon the fair market value of each EAR unit exceeding 333% of the $6.00 grant price ($20.00) per share prior to December 16, 2024, subject to continuing service through the date of the Form S-1 submission. Each payment under the award will be made in a lump sum and is considered a separate payment. Kadmon Holdings, Inc. reserves the right to make payment in the form of common stock following the consummation of an IPO or in connection with a change in control, subject to the terms of the LTIP. In the event Kadmon Holdings, Inc. elects to settle the award using its common stock, the value of the award will be determined using the fair market value of the common stock on the trading date immediately preceding the settlement date and the award payment will be limited to a maximum share allocation. The holder has no right to demand a particular form of payment. This filing reflects the conversion of Kadmon Holdings, LLC, a Delaware limited liability company, into Kadmon Holdings, Inc., a Delaware corporation, pursuant to a statutory conversion set to occur on or about July 26, 2016. /s/ Steven N. Gordon 2016-07-26