MeiraGTx Holdings plc



(Name of Issuer)

   Ordinary Shares, par value $0.00003881 nominal value per share



(Title of Class of Securities)

G59665 102



(CUSIP Number)

June 7, 2018



(Date of Event which Requires Filing of this Statement)



☐

Rule 13d-1(b)

☐

Rule 13d-1(c)

☒

Rule 13d-1(d)

  1.   

Names of Reporting Persons.

Kadmon Holdings, Inc.

  2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☐        (b)  ☐

  3.

SEC Use Only

  4.

Citizenship or Place of Organization

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

  5.   

Sole Voting Power

0

  6.

Shared Voting Power

3,534,707

 7.

Sole Dispositive Power

0

8.

Shared Dispositive Power

3,534,707

9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

3,534,707

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

☐

11.

Percent of Class Represented by Amount in Row (9)

12.9%

12.

Type of Reporting Person (See Instructions)

CO

  1.   

Names of Reporting Persons.

Kadmon Corporation, LLC

  2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☐        (b)  ☐

  3.

SEC Use Only

  4.

Citizenship or Place of Organization

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

  5.   

Sole Voting Power

3,534,707

  6.

Shared Voting Power

0

 7.

Sole Dispositive Power

3,534,707

8.

Shared Dispositive Power

0

9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

3,534,707

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

☐

11.

Percent of Class Represented by Amount in Row (9)

12.9%

12.

Type of Reporting Person (See Instructions)

CO

a

Item 1(a)

Name of Issuer  :

The name of the issuer is MeiraGTx Holdings plc (the "Company").

Item 1(b)

Address of Issuer's Principal Executive Offices  :

The Company's principal executive office is located at 430 East 29th Street, 10th Floor, New York, NY 10016.

Item 2(a)

Name of Person Filing  :

This Schedule 13G is being jointly filed by Kadmon Corporation, LLC (“Kadmon”), a Delaware limited liability company, and Kadmon Holdings, Inc. (“Holdings”), a Delaware corporation, each of the foregoing, a “Reporting Person,” and collectively, the “Reporting Persons”.  The sole member of Kadmon is Holdings and as a result Holdings may be deemed to be the beneficial owner of the securities held by Kadmon. Holdings is a  publicly traded entity listed under the symbol “KDMN” on the New York Stock Exchange.

The Reporting Persons have entered into a Joint Filing Agreement, dated February 8, 2019, a copy of which is filed with this Schedule 13G as Exhibit A, pursuant to which the Reporting Persons have agreed to file this statement jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act.



Item 2(b)

Address of Principal Business Office or, if none, Residence  :

The address of the principal business office of each of the Reporting Persons is 450 East 29th Street, New York, NY, 10016.

Item 2(c)

Citizenship  :

Kadmon is a Delaware limited liability company. Holdings is a Delaware corporation.

Item 2(d)

Title of Class of Securities  :

Ordinary Shares, par value $0.00003881 nominal value per share

Item 2(e)

CUSIP No.  :

G59665 102

Item 3

If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b), check whether the person filing is a:

Not applicable.

Item 4

Ownership  :



A.

     Kadmon Holdings, Inc.

 

(a)

Amount beneficially owned:  3,534,707



(b)

Percent of class:    12.9% (based on 27,386,632 shares outstanding as of October 31, 2018)

(c)

Number of shares as to which such person has:



 

(i)

Sole power to vote or direct the vote: -0-

(ii)

Shared power to vote or direct the vote: 3,534,707

00

(iii)

Sole power to dispose or direct the disposition: -0-

,534

(iv)

Shared power to dispose or direct the disposition: 3,534,707

mo

 

B.

     Kadmon Corporation, LLC



(a)

Amount beneficially owned:   3,534,707



(b)

Percent of class:    12.9% (based on 27,376,632 shares outstanding as of October 31, 2018)

 

(c)

Number of shares as to which such person has:



(i)

Sole power to vote or direct the vote:   3,534,707

(ii)

Shared power to vote or direct the vote:  -0-



 

(iii)

Sole power to dispose or direct the disposition:  3,534,707



(iv)

Shared power to dispose or direct the disposition:  -0-



Item 5

Ownership of Five Percent or Less of a Class :

If this statement is being filed to report the fact that as of the date hereof each of the Reporting Persons has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [  ].

Item 6

Ownership of More Than Five Percent on Behalf of Another Person :

See responses to Item 2(a) and Item 4.

Item 7

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person :

See responses to Item 2(a) and Item 4.

Item 8

Identification and Classification of Members of the Group :

Not applicable.

Item 9

Notice of Dissolution of Group :

Not applicable.

Item 10

Certification :

Not Applicable.



KADMON HOLDINGS, INC.

By:

/s/ Harlan W. Waksal

Name:   Harlan W. Waksal

Title:   President and CEO



KADMON CORPORATION, LLC

By:

Kadmon Holdings, Inc., its sole member

By:

/s/ Harlan W. Waksal

Name:   Harlan W. Waksal

Title:    President and CEO, Kadmon Holdings, Inc.

(i)

Each of them is individually eligible to use the Schedule 13G to which this Exhibit is attached, and such Schedule 13G is filed on behalf of each of them; and

(ii)

Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.

KADMON HOLDINGS, INC.

By:

/s/ Harlan W. Waksal

Name:   Harlan W. Waksal

Title:   President and CEO



KADMON CORPORATION, LLC

By:

Kadmon Holdings, Inc., its sole member

By:

/s/ Harlan W. Waksal

Name:   Harlan W. Waksal

Title:    President and CEO, Kadmon Holdings, Inc.