KDMN Kadmon Holdings Inc

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                                                                                   
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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 * Flowers Cynthia Louise	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 _____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle) C/O KADMON HOLDINGS, INC., 450 E. 29TH STREET	3. Date of Earliest Transaction (MM/DD/YYYY) 11/8/2021
(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
Common Stock	11/8/2021		G	V	20150	D	$0	10850	D
Common Stock	11/9/2021		D		10850	D	$9.50 (1)	0	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 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
Stock Option (right to buy)	$2.27	11/9/2021		D			64935	(2)	1/22/2029	Common Stock, par value $0.001	64935	$7.23 (3)	0	D
Stock Option (right to buy)	$2.29	11/9/2021		D			100000	(2)	5/15/2029	Common Stock, par value $0.001	100000	$7.21 (3)	0	D
Stock Option (right to buy)	$4.44	11/9/2021		D			85034	(2)	5/13/2030	Common Stock, par value $0.001	85034	$5.06 (3)	0	D
Stock Option (right to buy)	$3.58	11/9/2021		D			96975	(2)	5/12/2031	Common Stock, par value $0.001	96975	$5.92 (3)	0	D

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

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

Signatures
/s/ Gregory S. Moss, Attorney-in-Fact		11/9/2021
**Signature of Reporting Person		Date