Statement of Changes in Beneficial Ownership (4)
20 Junho 2023 - 5:34PM
Edgar (US Regulatory)
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
|
OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
|
|
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
*
FAIRFAX FINANCIAL HOLDINGS LTD/ CAN |
2. Issuer Name and Ticker or Trading Symbol
Kennedy-Wilson Holdings, Inc.
[
KW
]
|
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
|
|
(Last)
(First)
(Middle)
95 WELLINGTON STREET WEST, SUITE 800 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
6/16/2023 |
|
(Street)
TORONTO, A6 M5J 2N7 |
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
|
6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
|
|
(City)
(State)
(Zip)
|
Rule 10b5-1(c) Transaction Indication
☐
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to
satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
|
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
|
| 6.00% Series C Cumulative Perpetual Preferred Stock | 6/16/2023 | | P | | 200000 | A | (1)(2)(3) | 200000 | I | See Footnote (4) |
| Common Stock | | | | | | | | 13322009 | I | See Footnote (4) |
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 |
| Warrants | (1)(2) | 6/16/2023 | | P | | 12338062 | | (1)(2) | (1)(2) | Common Stock | 12338062 | (1)(2) | 12338062 | I | See Footnote (4) |
| Explanation of Responses: |
| (1) | On June 16, 2023, wholly-owned subsidiaries of Fairfax Financial Holdings Limited ("Fairfax"), purchased 200,000 shares of the Issuer's 6.00% Series C Cumulative Perpetual Preferred Stock ("Preferred Stock") and warrants (the "Warrants") to purchase 12,338,062 shares of the common stock of the Issuer, for an aggregate purchase price of $200,000,000. |
| (2) | The Warrants may be exercised at any time, in whole or in part, for seven years from the date of issuance at an exercise price per Warrant of $16.21, subject to anti-dilution adjustment. Upon exercise of any Warrants, the holder of such Warrants has the right to reduce the cash amount to be paid with respect to the exercise price of the Warrant on a dollar-for-dollar basis by requiring the Issuer to instead extinguish shares of Preferred Stock held by such holder (using a value of $1,000 per share of Preferred Stock plus accrued and unpaid dividends) equal to up to the aggregate exercise price for such exercised Warrants. |
| (3) | Holders of Preferred Stock are entitled to receive cumulative cash dividends from the Issuer, payable quarterly on the $1,000 per share liquidation preference of the Preferred Stock, at a rate of 6.00% per annum. The Preferred Stock has no expiration date but may be redeemed at any time by the Issuer, at its option, in whole or in part, for cash. |
| (4) | These securities are held by subsidiaries of Fairfax. Mr. Watsa is the CEO and controlling person of Fairfax through the other reporting persons. Each of the reporting persons disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its or his pecuniary interest therein, if any. This report shall not be deemed an admission that any of the reporting persons is a beneficial owner for the purpose of Section 16 of the Exchange Act, or for any other purpose. |
Reporting Owners
|
| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
FAIRFAX FINANCIAL HOLDINGS LTD/ CAN
95 WELLINGTON STREET WEST
SUITE 800
TORONTO, A6 M5J 2N7 | X | X |
|
|
WATSA V PREM ET AL
95 WELLINGTON STREET WEST
SUITE 800
TORONTO, A6 M5J 2N7 | X | X |
|
|
SECOND 1109 HOLDCO LTD.
95 WELLINGTON STREET WEST
SUITE 800
TORONTO, A6 M5J 2N7 | X | X |
|
|
SIXTY TWO INVESTMENT CO LTD
1600 CATHEDRAL PLACE
925 WEST GEORGIA ST
VANCOUVER, A1 V6C 3L3 | X | X |
|
|
Signatures
|
| /s/ Peter Clarke, Vice President and COO, on behalf of Fairfax Financial Holdings Ltd. | | 6/20/2023 |
| **Signature of Reporting Person | Date |
| /s/ V. Prem Watsa | | 6/20/2023 |
| **Signature of Reporting Person | Date |
| /s/ V. Prem Watsa, President, on behalf of The Second 1109 Holdco Ltd. | | 6/20/2023 |
| **Signature of Reporting Person | Date |
| /s/ V. Prem Watsa, President, on behalf of The Sixty Two Investment Company Limited | | 6/20/2023 |
| **Signature of Reporting Person | Date |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
Kennedy Wilson (NYSE:KW)
Gráfico Histórico do Ativo
De Mai 2024 até Jun 2024
Kennedy Wilson (NYSE:KW)
Gráfico Histórico do Ativo
De Jun 2023 até Jun 2024
