Statement of Changes in Beneficial Ownership (4)

FORM 4 [X] 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 OF SECURITIES
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^* Ryan John L	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, Chief Medical Officer
(Last) (First) (Middle) C/O KADMON HOLDINGS, INC., 450 E. 29TH STREET	3. Date of Earliest Transaction (MM/DD/YYYY) 11/9/2021
(Street) NEW YORK, NY 10016 (City) (State) (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) _X _ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

*Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)*
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		7. Title and Amount of Securities Underlying Derivative Security (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)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (right to buy)	$4.66	11/9/2021		D			100000	⁽¹⁾	12/15/2026	Common Stock, par value $0.001	100000	$4.84 ⁽²⁾	0	D
Stock Option (right to buy)	$3.64	11/9/2021		D			150000	⁽¹⁾	12/8/2027	Common Stock, par value $0.001	150000	$5.86 ⁽²⁾	0	D
Stock Option (right to buy)	$2.47	11/9/2021		D			50000	⁽¹⁾	12/14/2028	Common Stock, par value $0.001	50000	$7.03 ⁽²⁾	0	D
Stock Option (right to buy)	$4.34	11/9/2021		D			100000	⁽¹⁾	1/27/2030	Common Stock, par value $0.001	100000	$5.16 ⁽²⁾	0	D
Stock Option (right to buy)	$3.96	11/9/2021		D			175000	⁽¹⁾	1/8/2031	Common Stock, par value $0.001	175000	$5.54 ⁽²⁾	0	D
Equity Appreciation Rights Unit	$6.00	11/9/2021		D			250	⁽¹⁾	12/16/2024	Common Stock, par value $0.001	250	$3.50 ⁽²⁾	0	D

Explanation of Responses:
(1)	In connection with the acquisition by Sanofi of the entire issued share capital of Issuer on November 9, 2021 by means of a plan of merger, all unvested stock options ("Options") and equity appreciation rights ("EARs") 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 and EAR award.
(2)	Represents the payment per share of Common Stock received in exchange for the cancellation of each Option and EAR.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Ryan John L C/O KADMON HOLDINGS, INC. 450 E. 29TH STREET NEW YORK, NY 10016			EVP, Chief Medical Officer