Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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- Peter Lynch
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
(Amendment No. 3)*
Kadmon Holdings, Inc.
(Name of Issuer)
Common Stock, $0.001 par value
(Title of Class of Securities)
48283N106
(CUSIP Number)
December 31, 2020
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject
to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP No. 48283N106
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13G
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Page 2 of 6 Pages
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1
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NAME OF REPORTING PERSON
Third Point LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐
(b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
7,601,115
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
7,601,115
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,601,115
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
N/A
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.4%
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12
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TYPE OF REPORTING PERSON
OO
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CUSIP No. 48283N106
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13G
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Page 3 of 6 Pages
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1
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NAME OF REPORTING PERSON
Daniel S. Loeb
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐
(b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
7,601,115
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
7,601,115
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,601,115
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
N/A
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.4%
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12
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TYPE OF REPORTING PERSON
IN
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This Amendment No. 3 to Schedule 13G (the “Amendment No. 2”) is being filed with respect to the common stock, $0.001 par value (“Common Stock”), of
Kadmon Holdings, Inc., a corporation organized under the laws of the State of Delaware (the “Issuer”), to amend the Schedule 13G filed on August 5, 2016 (as amended by Amendment No. 1 thereto filed on February 9, 2018 and Amendment No. 2
thereto filed on February 8, 2019, the “Schedule 13G”). This Amendment No. 3 is being filed to report changes in the number of shares of Common Stock beneficially owned by the Reporting Persons. Capitalized terms used herein and not
otherwise defined have the meanings ascribed thereto in the Schedule 13G.
Item 4: Ownership:
A. Third Point LLC
(a) Amount beneficially owned: 7,601,115
(b) Percent of class: 4.4%.(1)
(c) Number of shares as to which such person has:
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(i)
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Sole power to vote or direct the vote: -0-
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(ii)
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Shared power to vote or direct the vote: 7,601,115
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(iii)
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Sole power to dispose or direct the disposition: -0-
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(iv)
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Shared power to dispose or direct the disposition: 7,601,115
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B. Daniel S. Loeb
(a) Amount beneficially owned: 7,601,115
(b) Percent of class: 4.4%.(1)
(c) Number of shares as to which such person has:
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(i)
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Sole power to vote or direct the vote: -0-
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(ii)
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Shared power to vote or direct the vote: 7,601,115
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(iii)
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Sole power to dispose or direct the disposition: -0-
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(iv)
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Shared power to dispose or direct the disposition: 7,601,115
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(1) The percentages used herein and in the rest of this Schedule 13G, including the cover pages hereto, are calculated based upon 171,973,864 shares of Common Stock
reported as issued and outstanding on May 3, 2021 in the Issuer’s quarterly report on Form 10-Q filed with the U.S. Securities and Exchange Commission on May 6, 2021.
Item 5: Ownership of Five Percent or Less of a Class:
If this statement is being filed to report the fact that as of the date hereof a reporting person has ceased to be the beneficial owner of more than five percent of the class of
securities, check the following: ☒.
Item 10: Certification:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of
or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
[Signatures on following page]
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: May 28, 2021
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THIRD POINT LLC
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By: Daniel S. Loeb, Chief Executive Officer
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By:
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/s/ William Song
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Name: William Song
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Title: Attorney-in-Fact
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DANIEL S. LOEB
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By:
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/s/ William Song
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Name: William Song
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Title: Attorney-in-Fact
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[Signature Page to Kadmon 13G]
EXHIBIT INDEX
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Exhibit 99.1:
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Power of Attorney granted by Daniel S. Loeb in favor of James P. Gallagher, William Song and Joshua L. Targoff, dated February 9, 2011, was previously filed with the SEC on February 11, 2011 as
an exhibit to Amendment No. 99.2 to Schedule 13G filed by Third Point LLC and Daniel S. Loeb with respect to Citadel Broadcasting Corporation and is incorporated herein by reference.
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