Home > Insider Trading > Filing (0001181431-10-038890)

Filing Details

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1408100	Kennedy-Wilson Holdings Inc.	KW	Real Estate (6500)	260508760

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
901849	Guardian Life Insurance Co Of America	7 Hanover Square, 23B New York NY 10004		No	No	Yes	No

Reported Non-Derivative Transactions

Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock, Par Value $0.0001	Disposition	2010-07-26	1,000,000	$10.00	1,000,000	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Direct

Reported Derivative Transactions

Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	7% Convertible Subordinated Note due November 3, 2018	Disposition	2010-07-26	0	$32,550,000.00	3,042,466	$9.86
Common Stock	Call Options (obligations to sell)	Disposition	2010-07-26	10	$0.00	1,000,000	$10.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0	2009-11-13	2017-05-03	No	4	S	Direct
10	2010-07-26	2010-08-16	No	4	S	Direct

Footnotes

In connection with the sale of the Convertible Note (described below in footnote 2), on July 26, 2010, the reporting person and the issuer entered into a binding letter agreement by which the issuer agreed to purchase, and the reporting person agreed to sell, 1,000,000 of the issuer's securities, on a date to be selected by the issuer (the "Closing Date"), which Closing Date must occur on or before August 16, 2010. The purchase price for such shares will be the greater of $10.00 per share and the closing sale price per share of the common stock on the trading day immediately preceding the Closing Date (the "Purchase Price"). The issuer also has the option to purchase from the reporting person up to an additional 1,000,000 shares of common stock on the Closing Date at the Purchase Price. Such option to purchase may be exercised in increments of no less than 100,000 shares of common stock.
On July 26, 2010 Kennedy-Wilson, Inc., a wholly owned subsidiary of the issuer, purchased from the reporting person the 7% Convertible Subordinated Note due November 3, 2018 (the "Note") for $32,550,000 plus all accrued and unpaid interest on the outstanding principal amount. The outstanding principal balance and the accrued but unpaid interest on the Note were convertible into shares of the issuer's common stock at a conversion price of $9.86 per share, at any time. Prior to the sale, the Note was convertible into 3,042,466 shares of the issuer's common stock.