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Filing Details

Accession Number:: 0000947871-22-000334
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2022-03-08 16:22:14
Reporting Period:: 2022-03-08

Accepted Time:: 2022-03-08 16:22:14
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1408100	Kennedy-Wilson Holdings Inc.	KW	Fire, Marine & Casualty Insurance (6331)	Z4

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
915191	Can Ltd/ Holdings Financial Fairfax	95 Wellington Street West Suite 800 Toronto A6 M5J 2N7	No	No	Yes	No
938869	Al Et Prem V Watsa	95 Wellington Street West Suite 800 Toronto A6 M5J 2N7	No	No	Yes	No
1217251	Sixty Two Investment Co Ltd	1600 Cathedral Place 925 West Georgia St Vancouver A1 V6C 3L3	No	No	Yes	No
1275993	Ltd. Holdco 1109 Second	95 Wellington St W Ste 800 Toronto A6 M5J 2N7	No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
4.75% Series B Cumulative Perpetual Preferred Stock	Acquisiton	2022-03-08	300,000	$0.00	300,000	No	4	P	Indirect	See Footnote

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Indirect	See Footnote

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Warrants	Acquisiton	2022-03-08	13,043,078	$0.00	13,043,078	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
13,043,078			No	4	P	Indirect

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock	13,322,009	Indirect	See Footnote

Footnotes

On March 8, 2022, wholly-owned subsidiaries of Fairfax Financial Holdings Limited ("Fairfax"), purchased 300,000 shares of the Issuer's 4.75% Series B Cumulative Perpetual Preferred Stock ("Preferred Stock") and warrants (the "Warrants") to purchase 13,043,078 shares of the common stock of the Issuer, for an aggregate purchase price of $300,000,000.
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 $23.00, 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.
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 4.75% 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.
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.