Sec Form 3 Filing - Moss Gregory S. @ Kadmon Holdings, Inc. - 2019-08-30

FORM 3 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 Moss Gregory S. 2. Issuer Name and Ticker or Trading Symbol Kadmon Holdings, Inc. [ KDMN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) EVP, General Counsel/Chief Compliance Officer (Last) (First) (Middle) C/O KADMON HOLDINGS, INC., 450 EAST 29TH STREET 3. Date of Earliest Transaction (MM/DD/YY) 08/30/2019 (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, par value $0.001 1,964 D

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) $ 12 07/26/2016 06/25/2022 Common stock, par value $0.001 1,334 D Stock Option (right to buy) $ 12 07/26/2016 12/19/2023 Common stock, par value $0.001 2,000 D Stock Option (right to buy) $ 12 12/31/2017 12/31/2024 Common stock, par value $0.001 1,847 D Stock Option (right to buy) $ 12 12/31/2018 12/31/2025 Common stock, par value $0.001 15,385 D Stock Option (right to buy) $ 4.66 ( 1 ) 12/15/2026 Common stock, par value $0.001 75,000 D Stock Option (right to buy) $ 3.64 ( 2 ) 12/08/2027 Common stock, par value $0.001 150,000 D Stock Option (right to buy) $ 2.47 12/14/2019 12/14/2028 Common stock, par value $0.001 75,000 D Equity Appreciation Rights Unit ( 3 ) ( 4 ) ( 3 )( 4 ) 12/16/2024 Common stock, par value $0.001 71,345 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Moss Gregory S. C/O KADMON HOLDINGS, INC. 450 EAST 29TH STREET NEW YORK, NY10016 EVP, General Counsel Chief Compliance Officer Signatures /s/ Gregory Moss 08/30/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The option vests and becomes exercisable in three equal annual installments over 3 years from December 15, 2016, the date of grant. ( 2 )The option vests and becomes exercisable in three equal annual installments over 3 years from December 8, 2017, the date of grant. ( 3 )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. After giving effect to our IPO in 2016, the EAR units vest on the earlier of (a) the expiration date of 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 that occurs prior to December 16, 2024. ( 4 )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. Each payment under the award will be made in a lump sum and is considered a separatepayment. Kadmon Holdings, Inc. reserves the right to make payment in the form of common stock, subject to the terms of each EAR award and the 2014 Long-Term Incentive Plan. 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.

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.