KDMN Kadmon Holdings Inc

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 E. 29TH STREET	3. Date of Earliest Transaction (MM/DD/YYYY) 4/3/2021
(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)
			Code	V	Amount	(A) or (D)	Price

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Performance Stock Option (right to buy)	$4.06	4/3/2021		A		327498		4/3/2021	4/3/2028	Common Stock, par value $0.001	327498	(1)	982500 (2)	D

Explanation of Responses:
(1)	On April 3, 2018, the reporting person was granted performance based stock options to purchase an aggregate of 982,500 shares of Kadmon Holdings, Inc. common stock (the "Performance Options"), which may be earned based on the achievement of three separate performance goals related to the Company's operating and research and development activities. Any Performance Options earned will generally vest in three equal installments on specified vesting dates between the date of achievement of the performance goals and the third anniversary of the grant date based on continued employment. The compensation committee of the board of directors of the Company has determined the first, second and third performance goals have been met, and 327,498 Performance Options vested on April 3, 2021, pursuant to the aforementioned vesting schedule.
(2)	Only represents derivative securities of this class.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Waksal Harlan C/O KADMON HOLDINGS, INC. 450 E. 29TH STREET NEW YORK, NY 10016	X		President, CEO

Signatures
/s/ Gregory S. Moss, Attorney-in-Fact		4/6/2021
**Signature of Reporting Person		Date