(Amendment No. )*
If the filing person has previously filed a Statement
on Schedule 13G to report the acquisition that is the subject of this Schedule 13D and is filing this Schedule because of Rule 13d-1(e),
13d-1(f) or 13d-1(g), check the following box.¨
Note: Schedules filed in paper format shall include
a signed original and five copies of the schedule, including all exhibits. See Rule 240.13d-7(b) for other parties to whom copies are
to be sent.
*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 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 (“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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SCHEDULE 13D
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Page 2 of 12
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1.
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NAME
OF REPORTING PERSON:
Magnetar Financial LLC
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2.
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CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ¨
(b) x
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3.
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SEC
USE ONLY
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4.
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SOURCE
OF FUNDS
OO
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
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7.
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SOLE
VOTING POWER
0
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BENEFICIALLY
OWNED BY
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8.
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SHARED
VOTING POWER
9,871,249
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EACH REPORTING
PERSON
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9.
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SOLE
DISPOSITIVE POWER
0
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WITH
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10.
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SHARED
DISPOSITIVE POWER
9,871,249
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,871,249
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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¨
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.70%
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14.
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TYPE OF REPORTING PERSON
IA; OO
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CUSIP No. 48283N106
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SCHEDULE 13D
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Page 3 of 12
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1.
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NAME
OF REPORTING PERSON:
Magnetar Capital Partners LP
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ¨
(b) x
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3.
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SEC
USE ONLY
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4.
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SOURCE
OF FUNDS
OO
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
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7.
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SOLE
VOTING POWER
0
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BENEFICIALLY
OWNED BY
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8.
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SHARED
VOTING POWER
9,871,249
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EACH REPORTING
PERSON
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9.
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SOLE
DISPOSITIVE POWER
0
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WITH
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10.
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SHARED
DISPOSITIVE POWER
9,871,249
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11.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,871,249
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12.
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CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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¨
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13.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.70%
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14.
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TYPE
OF REPORTING PERSON
HC; OO
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CUSIP No. 48283N106
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SCHEDULE 13D
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Page 4 of 12
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1.
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NAME OF REPORTING PERSON:
Supernova Management LLC
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ¨
(b) x
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3.
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SEC
USE ONLY
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4.
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SOURCE
OF FUNDS
OO
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
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6.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
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7.
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SOLE
VOTING POWER
0
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BENEFICIALLY
OWNED BY
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8.
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SHARED
VOTING POWER
9,871,249
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EACH REPORTING
PERSON
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9.
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SOLE
DISPOSITIVE POWER
0
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WITH
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10.
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SHARED
DISPOSITIVE POWER
9,871,249
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11.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,871,249
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12.
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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¨
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13.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.70%
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14.
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TYPE
OF REPORTING PERSON
HC; OO
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CUSIP No. 48283N106
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SCHEDULE 13D
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Page 5 of 12
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1.
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NAME OF REPORTING PERSON:
Alec N. Litowitz
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ¨
(b) x
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3.
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SEC
USE ONLY
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4.
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SOURCE
OF FUNDS
OO
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
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6.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
United States of America
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NUMBER OF
SHARES
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7.
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SOLE
VOTING POWER
0
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BENEFICIALLY
OWNED BY
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8.
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SHARED
VOTING POWER
9,871,249
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EACH REPORTING
PERSON
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9.
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SOLE
DISPOSITIVE POWER
0
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WITH
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10.
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SHARED
DISPOSITIVE POWER
9,871,249
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11.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,871,249
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12.
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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¨
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13.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.70%
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14.
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TYPE
OF REPORTING PERSON
HC; IN
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SCHEDULE 13D
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item 1.
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security and issuer
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This
Schedule 13D (this “Statement”) relates to the common stock, $0.001 par value (the “Shares”), of
Kadmon Holdings, Inc., a company incorporated in Delaware (the “Company”). The principal executive offices of the Company
is 450 East 29th Street, New York, NY 10016.
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Item 2.
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identity and background
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(a) The
persons filing this Statement are Magnetar Financial LLC, a Delaware limited liability company (“Magnetar Financial”),
Magnetar Capital Partners LP, a Delaware limited partnership (“Magnetar Capital Partners”), Supernova Management LLC,
a Delaware limited liability company (“Supernova Management”), and Alec N. Litowitz (“Mr. Litowitz”)
(collectively, the “Reporting Persons”).
This Statement relates to
Shares held for the accounts of each of (i) Magnetar PRA Master Fund Ltd, a Cayman Islands exempted company (“PRA Master Fund”),
(ii) Magnetar Constellation Fund II-PRA LP, a Delaware limited partnership (“Constellation Fund”), and (iii) Magnetar Systematic
Multi-Strategy Master Fund Ltd, a Cayman Islands exempted company, (“Systematic Master Fund”), collectively (the “Funds”).
Magnetar Financial is a Securities
and Exchange Commission (“SEC”) registered investment adviser under Section 203 of the Investment Advisers Act of 1940,
as amended, and manager of investment funds and managed accounts. Magnetar Financial serves as investment adviser to each of the Funds.
In such capacity, Magnetar Financial exercises voting and investment power over the Shares held for the accounts of each of the Funds.
Magnetar Capital Partners serves as the sole member and parent holding company of Magnetar Financial. Supernova Management is the general
partner of Magnetar Capital Partners. The manager of Supernova Management is Mr. Litowitz.
(b) The
business address of each of the Reporting Persons is 1603 Orrington Avenue, 13th Floor, Evanston, Illinois 60201.
(c) Each
of the Funds is a private investment fund; Magnetar Financial is a privately-held SEC registered investment adviser and manager of investment
funds and managed accounts; Magnetar Capital Partners is a privately-held limited partnership and serves as the sole member and parent
holding company of Magnetar Financial; Supernova Management is a privately-held limited liability company and is the general partner of
Magnetar Capital Partners; and Mr. Litowitz is a citizen of the United States of America, manager of Supernova Management and Chief Executive
Officer of Magnetar Financial.
(d) None
of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) None
of the Reporting Persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which such Reporting Person was or is subject to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such
laws.
(f) Magnetar
Financial is a Delaware limited liability company. Magnetar Capital Partners is a Delaware limited partnership. Supernova Management is
a Delaware limited liability company. Mr. Litowitz is a citizen of the United States of America.
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Item 3.
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source and amount of funds or other consideration
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The aggregate amount of funds used by the Reporting
Persons in purchasing the 9,871,249 Shares reported herein on behalf of the Funds have come directly from the assets of the Funds, which
may at any given time, have included margin loans made by brokerage firms in the ordinary course of business. The aggregate amount of
funds used by the Reporting Persons in purchasing the Shares on behalf of the Funds was $90,104,373.12 (excluding commissions and other
execution-related costs).
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ITEM 4.
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PURPOSE OF TRANSACTION
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The Reporting Persons acquired
the 9,871,249 Shares reported herein on behalf of the Funds after the public announcement of the Merger Agreement (as defined below) for
purposes of receiving the merger consideration described below upon consummation of the Merger (as described below).
Each of the Reporting Persons
reserves the right to acquire additional securities of the Company in the open market, in privately negotiated transactions, or otherwise,
to dispose of all or a portion of the Shares and/or other securities reported in this Statement, or to change their intention with respect
to any or all of the matters referred to in this Item 4.
Other than as described above
in this Item 4, the Reporting Persons do not have any plans or proposals that relate to, or would result in, any actions or events specified
in clauses (a) through (j) of Item 4 to Schedule 13D.
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ITEM 5.
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INTEREST IN SECURITIES OF THE ISSUER
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The Company reported in their
Form 8-K filed on September 7, 2021 that 173,331,781 Shares were issued and outstanding as of August 31, 2021.
(a) As of the close of business September 16, 2021, each of the Reporting Persons may have been deemed to have beneficial ownership
of 9,871,249 Shares, which consisted of (i) 5,723,920 Shares held for the benefit of PRA Master Fund, (ii) 3,084,834 Shares held for the
benefit of Constellation Fund; and (iii) 1,062,495 Shares held for the benefit of Systematic Master Fund, and all such Shares represented
beneficial ownership of approximately 5.70% of the Shares.
(b) As
of the close of business September 16, 2021, each of the Reporting Persons may have been deemed to share the power to vote and direct
the disposition of 9,871,249 Shares, which consisted of (i) 5,723,920 Shares held for the benefit of PRA Master Fund, (ii) 3,084,834
Shares held for the benefit of Constellation Fund; and (iii) 1,062,495 Shares held for the benefit of Systematic Master Fund, and all
such Shares represented beneficial ownership of approximately 5.70% of the Shares.
(c) Except
as set forth on Schedule A attached hereto and Item 6, the Funds had no transactions in the Shares during the 60 days preceding
the date of filing of this Statement. All of the transactions set forth on Schedule A attached hereto were effected in the ordinary
course of business of Magnetar Financial for the accounts of each of the Funds. The transactions in the Shares set forth on Schedule
A were effected in open market transactions on the NYSE and various other trading markets.
As disclosed by the Company in the 8-K filed with the SEC on September
7, 2021:
Agreement and Plan of Merger
On September 7, 2021, Kadmon Holdings,
Inc., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”)
with Sanofi, a French société anonyme (“Sanofi”), and Latour Merger Sub, Inc., a Delaware corporation and an
indirect wholly owned subsidiary of Sanofi (“Merger Subsidiary”), providing for the merger of Merger Subsidiary with and into
the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Parent. Capitalized terms
not otherwise defined have the meanings set forth in the Merger Agreement.
The Company’s board of directors
(the “Board”) has unanimously approved the Merger and the Merger Agreement and recommended that the stockholders of the Company
adopt the Merger Agreement.
(d) No
other person is known by the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, any Shares that are beneficially owned by the Reporting Persons.
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ITEM 6.
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contracts,
arrangements, understandings or relationships with respect to the securities of the issuer
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Pursuant to Rule 13d-1(k)(1)
promulgated under the Securities Exchange Act of 1934, as amended, the Reporting Persons have entered into an agreement with respect to
the joint filing of this Statement, and any amendment or amendments hereto.
A client of Magnetar Financial
has entered into a total return swap agreement giving it economic exposure to the Company.
Magnetar Asset Management
LLC (“Magnetar Asset Management”) is an SEC registered investment adviser and an affiliate of Magnetar Financial. Magnetar
Capital Partners serves as the sole member and parent holding company of Magnetar Asset Management. Certain clients of Magnetar Asset
Management have entered into total return swap agreements giving them economic exposure to the Company.
Except as otherwise described herein, no contracts, arrangements,
understandings or similar relationships exist with respect to the securities of the Company among or between the Reporting Persons or
any other person or entity.
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ITEM 7.
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MATERIAL TO BE FILED AS EXHIBITS
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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:
September 17, 2021
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magnetar financial llc
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By: Magnetar Capital Partners LP, its Sole Member
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By:
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/s/ Alec N. Litowitz
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Name:
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Alec N. Litowitz
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Title:
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Manager of Supernova Management LLC, the General Partner of Magnetar Capital Partners LP
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magnetar
capital partners lP
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By:
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/s/ Alec N. Litowitz
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Name:
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Alec N. Litowitz
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Title:
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Manager of Supernova Management LLC, the General Partner of Magnetar Capital Partners LP
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supernova management llc
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By:
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/s/ Alec N. Litowitz
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Name:
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Alec N. Litowitz
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Title:
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Manager
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/s/ Alec N. Litowitz
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Alec N. Litowitz
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SCHEDULE A
Funds
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Date
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Number of Shares Bought
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Price Per Share($) (1)(2)
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9/8/2021
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6,680,534
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9.14488 (3)
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9/9/2021
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3,087,837
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9.09269 (4)
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9/10/2021
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102,878
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9.08803 (5)
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(1) Excludes commissions
and other execution-related costs.
(2) Upon request by the staff of the Securities and Exchange
Commission, full information regarding the number of shares bought or sold (as the case may be) at each separate price will be provided.
(3) Reflects a weighted average purchase price
of $9.14488 per share, at prices ranging from $9.07 to $9.20 per share.
(4) Reflects a weighted average purchase price
of $9.09269 per share, at prices ranging from $9.07 to $9.13 per share.
(5) Reflects a weighted average purchase price
of $9.08803 per share, at prices ranging from $9.04 to $9.11 per share.
EXHIBIT INDEX