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 OF SECURITIES
                                                                                  
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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 *

Waksal Harlan
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
__X__ Officer (give title below)    _____ Other (specify below)
President, CEO
(Last)          (First)          (Middle)

C/O KADMON HOLDINGS, INC., 450 EAST 29TH STREET
3. Date of Earliest Transaction (MM/DD/YYYY)

9/28/2018
(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)
Code V Amount (A) or (D) Price
Common Stock, par value $0.001 (1)9/28/2018 (2) A  5882 A$2.84 (3)116629 D  
Common Stock, par value $0.001 (4)3/29/2019 (5) A  7716 A$2.25 (6)124345 D  
Common Stock, par value $0.001 3/11/2020  P  12600 A$3.9571 136945 D  

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 Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares

Explanation of Responses:
(1) The reporting person is voluntarily reporting the acquisition of shares of the issuer's common stock pursuant to the Kadmon Holdings, Inc Amended and Restated 2016 Employee Stock Purchase Plan ("ESPP"), for the ESPP purchase period of April 1, 2018 through September 30, 2018. This transaction is also exempt under Rule 16b-3(c).
(2) The reporting person is voluntarily reporting this transaction on March 11, 2020, but the actual transaction took place on September 28, 2018, the last trading day of the option period under the ESPP.
(3) In accordance with the ESPP, these shares were purchased based on 85% of the closing stock price on September 28, 2018, the last trading day of the option period.
(4) The reporting person is voluntarily reporting the acquisition of shares of the issuer's common stock pursuant to the Kadmon Holdings, Inc Amended and Restated 2016 Employee Stock Purchase Plan ("ESPP"), for the ESPP purchase period of October 1, 2018 through March 31, 2019. This transaction is also exempt under Rule 16b-3(c).
(5) The reporting person is voluntarily reporting this transaction on March 11, 2020, but the actual transaction took place on March 29, 2019, the last trading day of the option period under the ESPP.
(6) In accordance with the ESPP, these shares were purchased based on 85% of the closing stock price on March 29, 2019, the last trading day of the option period.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Waksal Harlan
C/O KADMON HOLDINGS, INC.
450 EAST 29TH STREET
NEW YORK, NY 10016
X
President, CEO

Signatures
/s/ Gregory S. Moss, Attorney-in-Fact3/11/2020
**Signature of Reporting PersonDate

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