Sec Form 4 Filing - Bauer Eugene @ Kadmon Holdings, Inc. - 2021-11-09

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Bauer Eugene 2. Issuer Name and Ticker or Trading Symbol Kadmon Holdings, Inc. [ KDMN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O KADMON HOLDINGS, INC., 450 E. 29TH STREET 3. Date of Earliest Transaction (MM/DD/YY) 11/09/2021 (Street) NEW YORK, NY10016 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 11/09/2021 D 1,716 D $ 9.5 ( 1 ) 0 D Common Stock 11/09/2021 D 5,000 D $ 9.5 ( 1 ) 0 I Bauer Family 1995 Trust

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Stock Option (right to buy) $ 4.66 11/09/2021 D 3,077 ( 2 ) 12/15/2026 Common Stock, par value $0.001 3,077 $ 4.84 ( 3 ) 0 D Stock Option (right to buy) $ 4.12 11/09/2021 D 25,000 ( 2 ) 06/29/2027 Common Stock, par value $0.001 25,000 $ 5.38 ( 3 ) 0 D Stock Option (right to buy) $ 3.35 11/09/2021 D 25,000 ( 2 ) 07/27/2028 Common Stock, par value $0.001 25,000 $ 6.15 ( 3 ) 0 D Stock Option (right to buy) $ 2.29 11/09/2021 D 100,000 ( 2 ) 07/27/2028 Common Stock, par value $0.001 100,000 $ 7.21 ( 3 ) 0 D Stock Option (right to buy) $ 4.44 11/09/2021 D 85,034 ( 2 ) 07/27/2028 Common Stock, par value $0.001 85,034 $ 5.06 ( 3 ) 0 D Stock Option (right to buy) $ 3.58 11/09/2021 D 96,975 ( 2 ) 07/27/2028 Common Stock, par value $0.001 96,975 $ 5.92 ( 3 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Bauer Eugene C/O KADMON HOLDINGS, INC. 450 E. 29TH STREET NEW YORK, NY10016 X Signatures /s/ Gregory S. Moss, Attorney-in-Fact 11/09/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Disposed pursuant to the acquisition by Sanofi of the entire issued share capital of Issuer on November 9, 2021 by means of a plan of merger (the "Merger"). ( 2 )In connection with the Merger, all unvested stock options ("Options") were accelerated to full vesting and cancelled in exchange for a payment equal to $9.50 with respect to each share of Common Stock subject to such Option. ( 3 )Represents the payment per share of Common Stock received in exchange for the cancellation of each Option.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.